Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties are parties to (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are used as defined in Exhibit I. References to the “Agreement” in the Exhibits hereto refer to this Agreement. The Company and the Stockholder Parties are parties to Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Conduit Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that certain Termination and Voting Agreement (are made by the “Old Voting Agreement”) Conduit Purchasers and (ii) may, subject to the terms and conditions hereof, request that certain Registration Rights the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement (the “Old Registration Rights Agreement”)amends and restates in its entirety, each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to timeRestatement Date, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Receivables Purchase Agreement, dated as of April 30, 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Seller, the Servicer, the Sub-Servicers, the Conduit Purchasers from time to time party thereto, the Purchaser Agents party thereto, and the Administrator. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, the Seller and Servicer shall continue to be liable to PNC, the Conduit Purchasers or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (as it may be amended or supplemented from time to timecollectively, the “New Registration Rights AgreementOriginal Agreement Outstanding Amounts”), pursuant ) and all agreements to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other indemnify such parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with events or conditions arising or existing prior to the Mergereffective date of this Agreement. As Upon the effectiveness of this Agreement, PNC as LC Bank and PNC and each other LC Participant noted on the signature pages hereto shall become a condition party to its willingness to enter into the Merger this Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, reference to the matters set forth Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. In consideration of the mutual agreements, provisions and covenants contained herein., the Original Agreement is hereby amended and restated to read in its entirety as follows:

PRELIMINARY STATEMENTS. The Company Originators and the Stockholder Parties Seller are parties to (i) that certain Termination and Voting Receivables Sale Agreement dated as of June 27, 2005 as amended, supplemented or otherwise modified through the date hereof (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Existing Agreement”). The parties hereto wish to amend and restate the Existing Agreement on the terms set forth herein. Each Originator now owns, each and from time to time hereafter will own, Receivables. Such Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and the Originators and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell the Receivables, the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of October 16, 2003 and attached 2009 (as Exhibit B and Exhibit C heretothe same may from time to time hereafter be amended, respectively. Xxxx-XxXxx Corporationsupplemented, a Delaware corporation restated or otherwise modified, the “Purchase Agreement”) among Buyer, Arch Chemicals, Inc. (“ParentArch Chemicals”), Xxxx-XxXxx (Nevada) LLCas initial Servicer, a Nevada limited liability company and wholly-owned subsidiary of Parent Market Street Funding LLC (“Merger SubMarket Street”), PNC Bank, National Association (“PNC”), as agent and administrator pursuant to the Company propose to enter into an Agreement and Plan of Merger, dated as terms of the date hereof Purchase Agreement (as it may be amended or supplemented from time to timein such capacity, the “Merger AgreementAdministrator”)) and PNC, pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity as LC Bank (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timein such capacity, the “New Voting AgreementsLC Bank”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Seller, the Servicer, Three Pillars Funding LLC (“TPF”) and the Stockholder Parties SunTrust Xxxxxxxx Xxxxxxxx, Inc (f/k/a SunTrust Capital Markets, as administrator “STRH”) are parties to (i) that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1June 27, 2003 and attached 2005, as Exhibit B and Exhibit C heretoamended, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of supplemented or otherwise modified through the date hereof (as it may be amended or supplemented from time to time, the “Merger Existing Agreement”), . The Seller has transferred and assigned Receivables Interest to TPF and TPF has purchased Receivables Interest from the Seller pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection in accordance with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Existing Agreement. In connection with the Merger Agreement TPF assigned all of its right, title and interest and obligations in the Receivables Interest, the Existing Agreement and all other Transaction Documents as defined in the transactions contemplated therebyExisting Agreement) to Market Street as of the Closing Date, Parent, EQT, WELLC pursuant to the Assignment and Medicor propose to enter into a Registration Rights Assumption Agreement, dated as of the date hereof among the Seller, the Servicer, TPF, STRH, Market Street, the Administrator and the Originators. The parties hereto wish to amend and restate the Exiting Agreement on the terms set forth herein. The Seller (as it may be amended or supplemented a) desires to transfer and assign Receivables from time to timetime and (b) may, the “New Registration Rights Agreement”), pursuant subject to which, upon the terms and subject conditions hereof, request that the LC Bank issue or cause the issuance of Letters of Credit. Market Street shall purchase Receivable from the Seller from time to time either by issuing its Commercial Paper or by availing itself of a Liquidity Funding to the conditions thereof, Parent will grant certain registration rights extent available and the LC Bank shall issue Letters of Credit to the other parties thereto with respect extent available. PNC has been requested and is willing to such parties’ act as agent and administrator on behalf of Market Street and the LC bank and their respective shares of Parent common stock to be received assigns in connection accordance with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinterms hereof.

PRELIMINARY STATEMENTS. The Company Each of the Originators now owns, and from time to time hereafter will own, Receivables. On the date of the 2000 Agreement, each of the Originators party thereto made a dividend to Parent of all of such Originator’s right, title and interest in and to 100% of its Receivables in existence as of the close of business on its Initial Cutoff Date, together with the associated Related Security and Collections, and Parent contributed all of such Receivables and the Stockholder Parties are parties associated Related Security and Collections to Buyer’s capital (isuch Receivables, the “Initial Contributed Receivables” and, together with the associated Related Security and Collections, the “Initial Contributed Assets”) in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, providing Buyer with the full benefits of ownership of such Initial Contributed Assets, and neither Parent nor Buyer intended such contribution to be, or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the Originators wishes to continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from each Originator, all of such Originator’s right, title and interest in and to its existing and future Receivables (other than Initial Contributed Receivables), together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer intends to finance its purchase of Receivables from the Originators, in part, by borrowing pursuant to that certain Termination Fifth Amended and Voting Restated Credit and Security Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented amended, restated and/or otherwise modified from time to timetime in accordance with the terms thereof, the “Merger Credit and Security Agreement”)) among Buyer, pursuant to whichRock-Tenn Converting Company, upon the terms and subject to the conditions thereofas initial Servicer, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain each of the Stockholder Parties lenders and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented co-agents from time to timetime party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent (in such last capacity, together with its successors and permitted assigns in such capacity, the “New Voting AgreementsAdministrative Agent”), pursuant to which, upon the terms ) and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinfunding agent.

PRELIMINARY STATEMENTS. The Company Buyer, PDSI and the Stockholder Parties Xxxxxxx are parties to (i) that certain Termination and Voting Agreement Receivables Sale Agreement, dated as of April 27, 2007 (as amended prior to the date hereof, the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Prior Sale Agreement”). Buyer, each dated as of October 1seller, 2003 PDCo, as servicer, the Purchasers (as defined therein) from time to time party thereto, and attached Fifth Third Bank as Exhibit B and Exhibit C heretoagent for the Purchasers (in such capacity, respectively. Xxxx-XxXxx Corporationtogether with any successors or assigns, a Delaware corporation (the “ParentAgent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company are entering into the Amended and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Restated Contract Purchase Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Purchase Agreement”). Each of the parties hereto now desires to amend and restate the Prior Sale Agreement in its entirety, pursuant subject to which, upon the terms and subject to the conditions thereofhereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agreesto, among other things, to vote (or cause to be voted) their respective shares of conform the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection Prior Sale Agreement with the Merger Agreement amendments contemplated by the Purchase Agreement, all as more particularly described herein. Each Originator now owns, and from time to time hereafter will own, Originated Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to certain of such Originated Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose hereby to enter into a Registration Rights Agreement, dated as be true sales of the date hereof (as it may Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be amended or supplemented characterized as, loans from time Buyer to timeany Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the “New Registration Rights Agreement”), associated Related Security and Collections pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Purchase Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties parties hereto are parties to (i) that certain Termination and Voting Receivables Sale Agreement dated as of March 2, 2001 (as amended, supplemented or otherwise modified from time to time heretofore, the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Existing Sale Agreement”), each dated . The parties hereto desire to amend and restate the Existing Sale Agreement in its entirety as set forth herein (it being the intent of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectivelythe parties hereto that this Agreement not constitute a novation of the Existing Sale Agreement). Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”)Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Company propose Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to enter into an be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Third Amended and Restated Receivables Purchase Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Purchase Agreement”), pursuant to which, upon the terms and subject to the conditions thereof) among Buyer, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented commercial paper conduits from time to timetime party thereto as “Conduits”, the financial institutions from time to time party thereto as “Financial Institutions” and as “Managing Agents” and The Bank of Nova Scotia (“Nova Scotia”) or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for the Conduits and such Financial Institutions (in such capacity, the “New Voting AgreementsAgent”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Originators and the Stockholder Parties Buyer are parties to (i) that certain Termination and Voting a Receivables Sale Agreement dated as of June 6, 2002, as heretofore amended from time to time (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Existing Agreement”), each dated as of October 1, 2003 . The parties hereto agree to amend and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and restate the Company propose to enter into an Existing Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon on the terms and subject to the conditions thereof, hereinafter set forth. Each of the Company will be merged with and into Merger SubOriginators now owns, and Merger Sub from time to time hereafter will be own, Receivables. Each of the surviving entity (the “Merger”). In connection Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to its Receivables, together with the Merger Agreement Related Security and Collections with respect thereto. Each of the Originators and Buyer intends the transactions contemplated thereby, Parent, certain hereby to be true sales of the Stockholder Parties Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables originated by such Originator, and one none of the Originators or more other individuals are entering into one Buyer intends these transactions to be, or more Voting Agreementsfor any purpose to be characterized as, each loans from Buyer to any Originator. Buyer will sell undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of the date hereof April 7, 2009 (as each the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “New Voting AgreementsPurchase Agreement”) among Buyer, RPM International Inc., a Delaware corporation (“RPM-Delaware”), pursuant to whichas initial Servicer, upon the terms Fifth Third Bank (“Fifth Third”), and subject to the conditions thereofWachovia Bank, each Stockholder Party National Association (“Wachovia” and each such other individual agreesof Fifth Third and Wachovia, among other thingsa “Purchaser” and, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to timecollectively, the “New Registration Rights AgreementPurchasers”), pursuant to whichand Wachovia, upon in its capacity as administrative agent for the terms Purchasers (in such capacity, together with its successors and subject to assigns, the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein“Administrative Agent”).

PRELIMINARY STATEMENTS. The Company Original Sellers now own certain Receivables which they wish to sell and assign to CMI, and CMI wishes to purchase from the Original Sellers, all of the Original Sellers’ right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. CMI now owns certain additional Receivables which, together with those certain Receivables purchased from the Original Sellers, it wishes to assign and contribute to the capital of Assignor, and Assignor wishes to acquire and accept from CMI, all of CMI’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Assignor, in turn, wishes to assign and contribute to the capital of Buyer, and Buyer wishes to acquire and accept from Assignor, all of Assignor’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. The Original Sellers, CMI, Assignor and Buyer intend the transactions contemplated hereby to be or otherwise have the effect of true sales of the Receivables from the Original Sellers to CMI, from CMI to Assignor and from Assignor to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and the Stockholder Parties are parties Original Sellers, CMI, Assignor and Table of Contents Buyer do not intend any of these transactions to be, or for any purpose to be characterized as, loans from CMI to the Original Sellers, from Assignor to CMI, or from Buyer to Assignor. Following the assignment and contribution of the Receivables from Assignor to Buyer, Buyer will sell undivided interests therein and in the associated Related Security (iwhich shall include the rights of Buyer under this Agreement) and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement dated as of March 2, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Old Voting Purchase Agreement”) and among Buyer, Falcon Asset Securitization Corporation (ii) that certain Registration Rights Agreement (the “Old Registration Rights AgreementFALCON”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented financial institutions from time to timetime party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for FALCON and such Financial Institutions (in such capacity, the “Merger AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Reference is hereby made to that certain Receivables Sale Agreement dated as of December 31, 2002 (the “Original Receivables Sale Agreement”), by and among Insight Direct USA, Inc., an Arizona corporation (“Insight Direct Arizona”), Comark Corporate Sales, Inc., an Illinois corporation (“Comark Corporate Sales”), Insight Services Corporation, an Arizona corporation (“ISC”), Comark Government and Education Sales, Inc., an Illinois corporation (“CGE”), Comark, Inc., an Illinois corporation (“Comark”) (each of Insight Direct Arizona, Comark Corporate Sales, ISC, CGE and Comark, an “Original Originator” and collectively, the Stockholder Parties are parties “Original Originators”), and Buyer. On or prior to the date hereof, (i) that certain Termination Insight Public Sector, Inc., an Arizona corporation, merged with and Voting Agreement into CGE with the surviving entity being CGE, and CGE has changed its name to Insight Public Sector, Inc. (the “Old Voting AgreementInsight Public”) ), and (ii) that certain Registration Rights Agreement (Insight Direct Arizona, ISC and Comark merged with and into Comark Corporate Sales, with the “Old Registration Rights Agreement”)surviving entity being Comark Corporate Sales, each dated as of October 1and Comark Corporate Sales has changed its name to Insight Direct USA, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation Inc. (“ParentInsight Direct”)) (each of Insight Direct and Insight Public, Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company an “Originator” and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to timecollectively, the “Merger AgreementOriginators”), pursuant . The Originators and the Buyer have agreed to which, upon amend and restate the Original Receivables Sale Agreement on the terms and subject to the conditions thereof, the Company will be merged with and into Merger Subset forth herein. Each Originator now owns, and Merger Sub from time to time hereafter will be own, Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator’s right, title and interest in and to such Receivables (to the surviving entity (extent not already sold and assigned pursuant to the “Merger”Original Receivables Sale Agreement). In connection , together with the Merger Agreement Related Security and Collections with respect thereto. The Originators and Buyer intend the transactions contemplated thereby, Parent, certain hereby to be true sales of the Stockholder Parties Receivables from the Originators to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and one the Originators and Buyer do not intend these transactions to be, or more other individuals are entering into one or more Voting Agreementsfor any purpose to be characterized as, each loans from Buyer to the Originators. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of December 31, 2002 (as amended as of the date hereof (and as each the same may be amended or supplemented from time to timetime be amended, supplemented, restated or otherwise modified, the “New Voting AgreementsPurchase Agreement”)) among Buyer, pursuant to whichInsight Enterprises, upon Inc., as Servicer, the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented financial institutions from time to timetime party thereto as “Purchasers,” and Xxxxx Fargo Bank, National Association or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for such Purchasers (in such capacity, the “New Registration Rights AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Seller now owns, and from time to time hereafter will own, Receivables. Seller has previously sold, transferred and assigned to Buyer Receivables pursuant to a Receivables Sale Agreement dated as of January 7, 2000 (the Stockholder Parties are parties "Previous Sale Agreement") among the Seller and Buyer. As of the date hereof, TWRI is entering into a Receivables Transfer Agreement (the "Transfer Agreement") with Eagle Crest, Inc. and Running Y Resort, Inc. (each an "RTA Seller" and together the "RTA Sellers") pursuant to which the RTA Sellers (i) that certain Termination and Voting Agreement (on the “Old Voting Agreement”) effective date thereunder will sell the Legacy Eagle Crest Receivables to TWRI and (ii) that certain Registration Rights from to time thereafter will sell RTA Receivables to TWRI. Seller and Buyer desire to amend and restate the Previous Sale Agreement. Seller wishes to continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from Seller, all of Seller's right, title and interest in and to Receivables, together with the Related Security and Collections with respect thereto. Seller and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Seller and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Seller. Buyer has previously sold, transferred and assigned from time to time to the Purchasers upon each purchase of Receivables from Seller, undivided interests therein and in the associated Related Security and Collections pursuant to the Previous Purchase Agreement (as defined in the “Old Registration Rights Purchase Agreement”). Buyer desires to continue, upon each dated as purchase of October 1Receivables from Seller hereunder, 2003 to sell undivided interests in such Receivables and attached as Exhibit B in the associated Related Security and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and Collections pursuant to the Company propose to enter into an Receivables Purchase Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Purchase Agreement”") by and between Buyer (in such capacity the "RPA Seller"), pursuant to whichSeller, upon the terms and subject to the conditions thereofas Servicer, Xxxxx Fargo Minnesota, National Association, as Custodian, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto as "Financial Institutions", the “New Voting Agreements”Jupiter Securitization Corporation and Blue Keel Funding LLC, as Conduits, Fleet Securities, Inc., as an Investor Agent and as a Financial Institution, Bank One, NA, as Paying Agent and Bank One, NA (Main Office Chicago), pursuant to whichas Agent, upon the terms Investor Agent and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into as a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinFinancial Institution.

PRELIMINARY STATEMENTS. The Company Each Seller owns Receivables that each Seller wishes to sell and assign to Buyer. Buyer wishes to purchase from each Seller all of Seller's right, title and interest in and to such Receivables, together with the Stockholder Parties are parties Related Security and Collections with respect thereto. Each Seller and Buyer intend the transactions contemplated hereby to (i) that certain Termination be true sales of the Receivables from each Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Voting Agreement each Seller and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Sellers. Upon the purchase of Receivables from each Seller, Buyer will sell such Receivables to TW Holdings III, Inc. (the “Old Voting Agreement”"RPA Seller") and (ii) that certain Registration Rights pursuant to the Receivables Sale Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Sale Agreement”), pursuant to which") by and between Buyer and the RPA Seller. Additionally, upon the terms purchase of Receivables from Buyer, RPA Seller will sell undivided interests in such Receivables and subject in the associated Related Security and Collections pursuant to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Receivables Purchase Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “New Voting Agreements”)"Purchase Agreement") by and between RPA Seller, pursuant to whichBuyer, upon as Servicer, Xxxxx Fargo Minnesota, National Association, as Custodian, the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented financial institutions from time to timetime party thereto as "Financial Institutions", the “New Registration Rights Agreement”Jupiter Securitization Corporation and Blue Keel Funding, LLC, as Conduits, Fleet Securities, Inc., as an Investor Agent, Bank One Trust Company, NA, as Paying Agent and Bank One, NA (Main Office Chicago), pursuant to whichas Agent, upon the terms Investor Agent and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As as a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinFinancial Institution.

PRELIMINARY STATEMENTS. The Company Originators now own, and from time to time hereafter will own, certain Receivables. Upon the Stockholder Parties are parties to terms and conditions hereinafter set forth, (a) CMC wishes (i) that certain Termination to sell and Voting Agreement assign to the Buyer, and the Buyer wishes to purchase from CMC, all of CMC’s right, title and interest in and to all of CMC’s existing and future Receivables (other than Contributed Receivables), together with the “Old Voting Agreement”) Related Security and Collections with respect thereto and all proceeds of the foregoing and (ii) to contribute to the Buyer’s capital all of CMC’s right, title and interest in and to all of CMC’s existing and future Contributed Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Buyer wishes to accept such capital contributions, and (b) each Subsidiary Originator wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such Subsidiary Originator, all of each such Subsidiary Originator’s right, title and interest in and to all existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing. Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of any contribution by CMC pursuant to clause (a)(ii) of the immediately preceding paragraph, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and none of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell the Receivables to certain purchasers pursuant to that certain Registration Rights Receivables Purchase Agreement (the “Old Registration Rights Agreement”), each dated as of October 1April 5, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2011 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Purchase Agreement”), pursuant to which, upon ) among the terms and subject to the conditions thereofBuyer, the Company will be merged Servicer, the Purchasers and Xxxxx Fargo Bank, N.A., as administrative agent for the Purchasers (together with its successors and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timepermitted assigns in such capacity, the “New Voting AgreementsAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originator now owns, and from time to time hereafter will own, Receivables. To the Stockholder Parties extent that such Receivables are Ineligible Receivables, Originator wishes to contribute and assign to Buyer, and Buyer wishes to accept from Originator, all of Originator's right, title and interest in and to such Ineligible Receivables, together with the Related Security and Collections with respect thereto. To the extent that such Receivables are Eligible Receivables, Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator's right, title and interest in and to such Eligible Receivables, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to (i) be true sales or true contributions to Buyer by Originator of the Receivables, providing Buyer with the full benefits of ownership of such Receivables, and neither Originator nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Buyer plans to finance its purchases of Eligible Receivables hereunder by borrowing under that certain Termination and Voting Loan Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1May 3, 2003 and attached 2001 (as Exhibit B and Exhibit C heretothe same may from time to time hereafter be amended, respectively. Xxxx-XxXxx supplemented, restated or otherwise modified, the "Loan Agreement") among Buyer, as borrower, Originator, as initial servicer, Three Pillars Funding Corporation, a Delaware corporation (“Parent”)together with its successors and permitted assigns, Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”"Lender"), and the Company propose to enter into an Agreement SunTrust Equitable Securities Corporation, a Tennessee corporation, as agent and Plan of Mergeradministrator for Lender (in such capacity, dated as of the date hereof (as it may be amended or supplemented from time to timetogether with its successor and assigns in such capacity, the “Merger Agreement”"Administrator"), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Sellers now owns, and from time to time hereafter will own, Receivables. Each Seller wishes to sell and assign to Finance Subsidiary, and Finance Subsidiary wishes to purchase from each Seller, all of such Seller's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each Seller and Finance Subsidiary intend the transactions contemplated hereby to be true sales of the Receivables from the applicable Seller to Finance Subsidiary, providing Finance Subsidiary with the full benefits of ownership of the Receivables, and the Stockholder Parties are parties Sellers and Finance Subsidiary do not intend these transactions to (i) be, or for any purpose to be characterized as, loans from Finance Subsidiary to any Seller. Following the purchase of Receivables from the Sellers, Finance Subsidiary will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1November 30, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2004 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Receivables Purchase Agreement”") among Finance Subsidiary, Affinia Group, as Servicer, Park Avenue Receivables Company LLC ("PARCO"), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto as "Financial Institutions" and JPMorgan Chase Bank, N.A., or any successor agent appointed pursuant to the terms of the Receivables Purchase Agreement, as agent for PARCO and such Financial Institutions (in such capacity, the “New Voting Agreements”"Agent"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Company and the Stockholder Parties are parties to Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that certain Termination and Voting Agreement (the “Old Voting Agreement”) are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that certain Registration Rights an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Purchase Agreement, dated as of December 16, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Old Registration Rights Prior Agreement”), each dated as of October 1among the Seller, 2003 the Servicer, the various conduit purchasers, related committed purchasers, LC participants and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”)purchaser agents party thereto, and BNS, as the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”)administrator. In connection with the Merger amendment and restatement of the Prior Agreement, BNS, solely in its capacity as the administrator, has assigned all of its rights and obligations as administrator under the Prior Agreement and the transactions contemplated thereby, Parent, certain each of the Stockholder Parties other Transaction Documents pursuant to that certain Assignment and one Assumption Agreement, dated on or more other individuals are entering into one or more Voting Agreements, each dated as of about the date hereof (the “Assignment and Assumption Agreement”), among the Seller, the Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and Atlantic, and the parties thereto desire that PNC, and PNC by its execution and delivery of its signature to the Assignment and Assumption Agreement and this Agreement hereby agrees to, become the Administrator. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Seller and the Servicer shall continue to be liable to each of the Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or the Servicer, as each may be amended or supplemented from time to timeapplicable, which are accrued and unpaid under the Prior Agreement on the date hereof (collectively, the “New Voting AgreementsPrior Agreement Outstanding Amounts”), pursuant ) and all agreements to which, upon the terms and subject indemnify such parties in connection with events or conditions arising or existing prior to the conditions thereof, each Stockholder Party effective date of this Agreement and each such other individual agrees, among other things, to vote (or cause to be votedii) their respective shares of the common stock of the Company security interest in favor of the Merger Administrator created under the Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the adoption effectiveness of this Agreement, each reference to the Merger Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. In connection with the Merger Agreement and the transactions contemplated therebyNothing contained herein, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject unless expressly herein stated to the conditions thereofcontrary, Parent will grant certain registration rights is intended to the amend, modify or otherwise affect any other parties thereto with respect to such parties’ respective shares of Parent common stock to be received instrument, document or agreement executed and/or delivered in connection with the MergerPrior Agreement. As a condition to its willingness to enter into In consideration of the Merger Agreement mutual agreements, provisions and covenants contained herein, the New Registration Rights Agreementsufficiency of which is hereby acknowledged, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.hereto agree as follows:

PRELIMINARY STATEMENTS. The Company Transferor now owns, and from time to time hereafter will own, Receivables (each a “Transferred Receivable”). Transferor wishes to sell and assign to Buyer, and Buyer wishes to purchase from Transferor, all of Transferor’s right, title and interest in and to all of Transferor’s Receivables, together with the Stockholder Parties are parties Related Security and Collections with respect thereto. Transferor and Buyer intend the transactions contemplated hereby to (i) be true sales of the Transferred Receivables from Transferor to Buyer, providing Buyer with the full benefits of ownership of the Transferred Receivables, and Transferor and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Transferor. Following the purchase of Transferred Receivables from Transferor, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Purchase Agreement”) among Buyer, Xxxx Company, as Servicer (in such capacity, the “Servicer”), pursuant to whichPark Avenue Receivables Company, upon the terms and subject to the conditions thereofLLC (“Company”), the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto (together with Company, the “New Voting AgreementsPurchasers”)) and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) or any successor agent appointed pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Purchase Agreement, dated as of agent for the date hereof Purchasers (as it may be amended or supplemented from time to timein such capacity, the “New Registration Rights AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company SMMC now owns, and from time to time hereafter will own, Receivables Assets. Upon the Stockholder Parties are parties terms and conditions hereinafter set forth, SMMC wishes to (i) that certain sell and assign to TPNA, and TPNA wishes to purchase from SMMC, all of SMMC’s right, title and interest in and to the Receivables Assets existing as of the close of business on the Initial Cutoff Date and thereafter arising through and including the Termination Date. SMMC and Voting Agreement TPNA intend the transaction contemplated hereby to be a true sale of the Receivables Assets from SMMC to TPNA, providing TPNA with the full benefits of ownership of the Receivables Assets, and neither SMMC nor TPNA intends this transaction to be, or for any purpose to be characterized as, a loan from TPNA to SMMC secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from SMMC, TPNA will sell and/or contribute them to Tempur Sealy Receivables, LLC, a Delaware limited liability company (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights AgreementSPE”), each dated as of October 1, 2003 pursuant to that certain Receivables Sale and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of MergerContribution Agreement, dated as of April 12, 2017, by and between TPNA, as seller and contributor, and the date hereof SPE, as the buyer and contributee (as it the same may be amended amended, supplemented, restated or supplemented otherwise modified from time to time, the “Merger AgreementRSCA”), and the SPE will pledge them to Xxxxx Fargo Bank, National Association (the “Lender”), pursuant to whichthat certain Credit and Security Agreement, upon dated as of April 12, 2017, by and among the terms and subject to the conditions thereofSPE, the Company will be merged with and into Merger Subas borrower, and Merger Sub will be the surviving entity Tempur Sealy International, Inc., a Delaware corporation, as initial master servicer (the “MergerMaster Servicer”). In connection with the Merger Agreement , and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof Lender (as each the same may be amended amended, supplemented, restated or supplemented otherwise modified from time to time, the “New Voting AgreementsCSA”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant exchange for certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinloans.

PRELIMINARY STATEMENTS. The Company Originators now own, and from time to time hereafter will own, certain Receivables. Upon the terms and conditions hereinafter set forth, (a) CMC wishes to contribute to the Buyer’s capital all of CMC’s right, title and interest in and to all of CMC’s existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Stockholder Parties are parties Buyer wishes to accept such capital contributions, and (ib) each Subsidiary Originator wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such Subsidiary Originator, all of each such Subsidiary Originator’s right, title and interest in and to all existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing. Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of CMC, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and none of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell the Receivables to certain purchasers pursuant to that certain Termination and Voting Receivables Purchase Agreement dated as of April 5, 2011 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Old Voting Purchase Agreement”) and (ii) that certain Registration Rights Agreement (among the “Old Registration Rights Agreement”)Buyer, each dated as of October 1the Servicer, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented Purchasers from time to timetime party thereto and Xxxxx Fargo Bank, N.A., as administrative agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “Merger AgreementAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originators now own, and from time to time hereafter will own, certain Receivables. Upon the Stockholder Parties are parties to terms and conditions hereinafter set forth, from and after the Closing Date, (i) that certain Termination each of the Originators wishes to sell and Voting Agreement assign to the Buyer, and the Buyer wishes to purchase from such Originator all of such Originator’s right, title and interest in and to all of its existing and future Receivables other than Contributed Receivables (the “Old Voting AgreementPurchased Receivables”) ), together with the Related Security and Collections with respect thereto and all proceeds of the foregoing (the “Purchased Receivables Assets”), and (ii) Colors wishes to contribute to the Buyer’s capital all of Colors’ right, title and interest in and to its existing and future Contributed Receivables (hereinafter defined), together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Buyer wishes to accept such capital contributions (collectively, the “Contributed Receivables Assets” and, together with the Purchased Receivables Assets, the “Receivables Assets”). Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of any contribution by Colors referenced in clause (a)(ii) of the immediately preceding paragraph, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and neither of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell them to Xxxxx Fargo Bank, National Association (“Xxxxx” or the “Purchaser”) pursuant to that certain Registration Rights Receivables Purchase Agreement (the “Old Registration Rights Agreement”), each dated as of October 13, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2016 (as it the same may be amended amended, supplemented, restated or supplemented otherwise modified from time to time, the “Merger Purchase Agreement”)) among the Buyer, pursuant to whichSensient Technologies Corporation, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Subas Servicer, and Merger Sub will be Xxxxx, as the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinPurchaser.

PRELIMINARY STATEMENTS. The Company Morningstar and the Stockholder Parties are parties to (i) Buyer entered into that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of MergerReceivables Transfer Agree ment, dated as of June 30, 2000 (as amended, restated or otherwise modified prior to the date hereof (as it may be amended or supplemented from time to timehereof, the “Merger "Original Transfer Agreement”"), pursuant to whichwhich Morningstar sold and assigned to Buyer, upon and Buyer purchased from Morningstar, all of Morningstar's right, title and interest in and to Morningstar's Receivables, together with the Related Security and Collections with respect thereto. Morningstar desires to continue to sell and assign to Buyer, and Buyer desires to continue to purchase Morningstar's Receivables and the Related Security and Collections with respect thereto. Buyer continues to own all Receivables of Morningstar outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Transfer Agreement (such Receivables, the "Previously Sold Receivables"). Morningstar and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Morningstar to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither Morningstar nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to Morningstar. Following the purchase of Receivables from Morningstar, Buyer will sell its interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Sale Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Sale Agreement") among Buyer, as an Originator (as defined under the Sale Agreement), the other Originators named therein, and Dairy Group Receivables, L.P. (f/k/a Suiza Receivables, L.P., a Delaware limited partnership ("Dairy Group L.P."). AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Following the purchase of such Receivables from the Originators, Dairy Group L.P. will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Dairy Group, L.P., the Originators, as Servicers, the Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for the Companies and such Financial Institutions (in such capacity, the "Agent"). Morningstar and Buyer now desire to amend and restate the Original Transfer Agreement in its entirety, subject to the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Company and the Stockholder Parties are parties to Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that certain Termination and Voting Agreement (the “Old Voting Agreement”) are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that certain Registration Rights an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Purchase Agreement, dated as of March 31, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Old Registration Rights Original Agreement”), each dated among the Seller, the Servicer, the various conduit purchasers, related committed purchasers, LC participants and purchaser agents party thereto, Xxxxx, as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”)the LC Bank, and the Company propose to enter into an Administrator. In connection with the amendment and restatement of the Original Agreement, (i) Xxxxx, in each of its capacities, has terminated all of its rights and obligations under the Original Agreement and Plan each of Mergerthe other Transaction Documents pursuant that that certain Payoff Letter, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger AgreementXxxxx Payoff Letter”), pursuant to whichamong Xxxxx, upon the terms Seller, the Servicer, the Administrator and subject each of the other parties thereto, and is no longer a party to the conditions thereofOriginal Agreement or any other Transaction Document, the Company will be merged with (ii) each of Credit Agricole Corporate and into Merger Sub, Investment Bank (“Credit Agricole”) and Merger Sub will be the surviving entity Atlantic Asset Securitization LLC (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting AgreementsAtlantic”), pursuant to whichin each of their respective capacities, upon has terminated all of its respective rights and obligations under the terms and subject to the conditions thereof, each Stockholder Party Original Agreement and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreementother Transaction Documents pursuant that that certain Payoff Letter, dated as of the date hereof (the “Credit Agricole Payoff Letter”), among Credit Agricole, Atlantic, the Seller, the Servicer, the Administrator and each of the other parties thereto, and neither Credit Agricole nor Atlantic is any longer a party to the Original Agreement or any other Transaction Document and (iii) the parties thereto desire that BNS and PNC, and each of BNS and PNC, by its execution and delivery of its signature to this Agreement hereby agrees to, each become an LC Bank. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to each of the Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or Servicer, as it may be amended or supplemented from time to timeapplicable, which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “New Registration Rights AgreementOriginal Agreement Outstanding Amounts”), pursuant ) and all agreements to which, upon the terms and subject indemnify such parties in connection with events or conditions arising or existing prior to the conditions thereofeffective date of this Agreement and (ii) the security interest in favor of the Administrator created under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, Parent will grant certain registration rights each reference to the Original Agreement in any other parties thereto with respect document, instrument or agreement shall mean and be a reference to such parties’ respective shares of Parent common stock this Agreement. Nothing contained herein, unless expressly herein stated to be received the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the MergerOriginal Agreement. As a condition to its willingness to enter into In consideration of the Merger Agreement mutual agreements, provisions and covenants contained herein, the New Registration Rights Agreementsufficiency of which is hereby acknowledged, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.hereto agree as follows:

PRELIMINARY STATEMENTS. The Company Each Originator now owns, and from time to time hereafter will own, Originated Receivables. Each Originator wishes to sell and assign to Buyer, and Xxxxx wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to certain of such Originated Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the Stockholder Parties are parties associated Related Security and Collections pursuant to (i) that certain Termination Third Amended and Voting Restated Receivables Purchase Agreement dated as of December 3, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Old Voting Purchase Agreement”) and among Buyer, as seller, the Servicer (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”as defined therein), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented conduits from time to timetime party thereto as “Conduits”, the financial institutions from time to time party thereto as “Financial Institutions”, the purchaser agents from time to time party thereto as “Purchaser Agents” and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch) (as assignee of JPMorgan Chase Bank, N.A.), as agent for the Conduits and Financial Institutions or any successor agent appointed pursuant to the terms of the Purchase Agreement (in such capacity, together with any successors or assigns, the “Merger AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties are parties Reference is hereby made to (i) that certain Termination Amended and Voting Restated Receivables Sale Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 13, 2003 2002 by and attached as Exhibit B between Seller and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation Buyer (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger “ Earlier Receivables Sale Agreement”), pursuant . Seller and Buyer have agreed to which, upon amend and restate the Earlier Receivables Sale Agreement on the terms and subject to the conditions thereof, the Company will be merged with and into Merger Subset forth herein. Seller now owns, and Merger Sub from time to time hereafter will be own, Receivables (including Receivables transferred pursuant to the surviving entity (the “Merger”Accu-Tech Transfer Agreement). In connection Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s right, title and interest in and to such Receivables, together with the Merger Agreement Related Security and Collections with respect thereto. Seller and Buyer intend the transactions contemplated thereby, Parent, certain hereby to be true sales of the Stockholder Parties Receivables from Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and one Seller and Buyer do not intend these transactions to be, or more other individuals are entering into one or more Voting Agreementsfor any purpose to be characterized as, each loans from Buyer to Seller. Following the purchase of Receivables from Seller, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Second Amended and Restated Receivables Purchase Agreement dated as of the date hereof May 31, 2011 (as each the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “New Voting Agreements“ Purchase Agreement”) among Buyer, Seller, as Servicer, Falcon Asset Securitization Company LLC and Three Pillars Funding LLC, as Conduit Purchasers, the financial institutions from time to time party thereto (“ Financial Institutions” and, together with the Conduit Purchasers, the ” Purchasers”), JPMorgan Chase Bank, N.A. (“ JPMCB”) and SunTrust Xxxxxxxx Xxxxxxxx, Inc., as managing agents (collectively, the “ Managing Agents”) and JPMCB, or any successor agent appointed pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Purchase Agreement, dated as of agent for the date hereof Purchasers (as it may be amended or supplemented from time to timein such capacity, the “New Registration Rights Agreement“ Agent”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Original Sellers now owns, and from time to time hereafter will own, Receivables. Each of the Stockholder Parties are parties Original Sellers wishes sell to Interface, and Interface wishes to purchase from such Original Seller, its respective Receivables, together with the Related Security and Collections with respect thereto, in accordance with the terms and conditions hereof. Each the Original Sellers and Interface intend the transactions contemplated hereby to be true sales of the Receivables from each such Original Seller to Interface, providing Interface with the full benefits of ownership of the Receivables, and neither any of the Original Sellers nor Interfaces intend these transactions to be, or for any purpose to be characterized as, loans from Interface to any Original Seller. Following the purchase of Receivables from the Original Sellers, (ia) that certain Termination and Voting Agreement Interface will sell or contribute to Interface Securitization Corporation (the “Old Voting Agreement”"SPV") and (ii) that SPV will purchase from Interface, all of Interface's right, title and interest in and to the Receivables, Related Security and Collections purchased by Interface pursuant to the terms of a certain Registration Rights Agreement (the “Old Registration Rights Receivables Sales Agreement”), each dated as of October 1the date hereof, 2003 between Interface and attached SPV (as Exhibit B amended, restated or otherwise modified from time to time, the "RECEIVABLES SALE AGREEMENT") in accordance with the terms thereof and Exhibit C hereto(b) SPV will grant a security interest in the Receivables, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company Related Security and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose Collections pursuant to enter into an that certain Loan Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Agreement”"LOAN AGREEMENT") among SPV, Interface, as Servicer, Three Pillars Funding Corporation ("LENDER"), and SunTrust Capital Markets, Inc. or any successor administrator appointed pursuant to which, upon the terms of the Loan Agreement, as agent and subject to the conditions thereofadministrator for Lender (in such capacity, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”"ADMINISTRATOR"). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Originators (other than Dri-Eaz Products, Inc., a Washington corporation (“Dri-Eaz”), Sapphire Scientific Inc., an Arizona corporation (“Sapphire”) and Xxxxxx Enterprises, Inc., a Delaware Corporation (“Xxxxxx”; together with Sapphire and Dri-Eaz, each a “New Originator” and collectively, the “New Originators”)) and the Stockholder Parties Buyer are parties to (i) that certain Termination an Amended and Voting Restated Receivables Sale Agreement dated as of April 7, 2009, as heretofore amended from time to time (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Existing Agreement”), each dated as . The parties hereto agree to amend and restate the Existing Agreement on the terms and subject to the conditions hereinafter set forth. Each of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”)the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Company propose Originators wishes to enter into an sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intends the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables originated by such Originator, and none of the Originators or Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer will sell undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Purchase Agreement”) among Buyer, RPM International Inc., a Delaware corporation (“RPM-Delaware”), pursuant to whichas initial Servicer, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger SubFifth Third Bank (“Fifth Third”), and Merger Sub will be the surviving entity PNC Bank, National Association (the “Merger”). In connection with the Merger Agreement PNC” and the transactions contemplated therebyeach of Fifth Third and PNC, Parenta “Purchaser” and, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timecollectively, the “New Voting AgreementsPurchasers”), pursuant to whichand PNC, upon in its capacity as administrative agent for the terms Purchasers (in such capacity, together with its successors and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to timeassigns, the “New Registration Rights AgreementAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company and Pursuant to the Stockholder Parties are parties to (i) that Existing Agreement, on the Original Funding Date, Sunbeam contributed certain Termination and Voting Agreement Receivables (the “Old Voting Original Contributed Receivables”) to the capital of Buyer, and Coleman sold certain Receivables (the “Original Purchased Receivables”) to Borrower in consideration for the purchase price set forth in the Existing Agreement. After the original Funding Date, Coleman and Sunbeam sold additional Receivables (the “Original Additional Purchased Receivables” and, together with the Original Contributed Receivables and the Original Purchased Receivables, the “Original Receivables”) to Buyer in consideration for the purchase price set forth in the Existing Agreement. From and after the Original Funding Date and prior to the Restatement Effective Date, no further contributions of Receivables were made by Sunbeam. Each of Sunbeam, Coleman and the Buyer desire to amend and restate the Existing Agreement in its entirety. Each New Originator wishes to become party thereto. Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Amended and Restated Loan Agreement dated as of August 8, 2007 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Loan Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”)among Buyer, each dated as of October 1borrower, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Jarden Corporation, a Delaware corporation corporation, as initial servicer (the “ParentInitial Servicer”), Xxxx-XxXxx (Nevada) Three Pillars Funding LLC, a Nevada Delaware limited liability company (together with its successors and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to timepermitted assigns, the “Merger AgreementLender”)) and SunTrust Xxxxxxxx Xxxxxxxx, pursuant to whichInc., upon a Tennessee corporation, as agent and administrator for the terms Lender (in such capacity, together with its successor and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timeassigns in such capacity, the “New Voting AgreementsAdministrator”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators wishes to sell and assign, and, as applicable, contribute, to the Buyer, and the Stockholder Parties are parties Buyer wishes to (i) purchase and acquire from such Originators, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and the Buyer intend the transactions contemplated hereby to be true sales or, as applicable, outright contributions of Receivables from such Originator to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables originated by such Originator, and none of the Originators nor the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator. Following the sale or contribution of Receivables by the Originators, as applicable, the SPE will sell undivided interests in the Receivables and the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 111, 2003 2013 (as the same may from time to time hereafter be amended, supplemented, restated, amended and attached restated or otherwise modified, the “RPA”) among the SPE, as Exhibit B and Exhibit C heretoSeller, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) SCP Distributors LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent as initial Servicer, the purchasers from time to time party thereto (the “Merger SubPurchasers”), and Xxxxx Fargo Bank, National Association, as administrative agent for the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity Purchasers (the “MergerAdministrative Agent”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Reference is hereby made to that certain Receivables Sale Agreement dated as of December 31, 2002 (the “Original Receivables Sale Agreement”), by and among Insight Direct USA, Inc., an Arizona corporation (“Insight Direct Arizona”), Comark Corporate Sales, Inc., an Illinois corporation (“Comark Corporate Sales”), Insight Services Corporation, an Arizona corporation (“ISC”), Comark Government and Education Sales, Inc., an Illinois corporation (“CGE”), Comark, Inc., an Illinois corporation (“Comark”) (each of Insight Direct Arizona, Comark Corporate Sales, ISC, CGE and Comark, an “Original Originator” and collectively, the Stockholder Parties are parties “Original Originators”), and Buyer. On or prior to the date hereof, (i) that certain Termination Insight Public Sector, Inc., an Arizona corporation, merged with and Voting Agreement into CGE with the surviving entity being CGE, and CGE has changed its name to Insight Public Sector, Inc. (the “Old Voting AgreementInsight Public”) ), and (ii) that certain Registration Rights Agreement (Insight Direct Arizona, ISC and Comark merged with and into Comark Corporate Sales, with the “Old Registration Rights Agreement”)surviving entity being Comark Corporate Sales, each dated as of October 1and Comark Corporate Sales has changed its name to Insight Direct USA, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation Inc. (“ParentInsight Direct”)) (each of Insight Direct and Insight Public, Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company an “Originator” and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to timecollectively, the “Merger AgreementOriginators”), pursuant . The Originators and the Buyer have agreed to which, upon amend and restate the Original Receivables Sale Agreement on the terms and subject to the conditions thereof, the Company will be merged with and into Merger Subset forth herein. Each Originator now owns, and Merger Sub from time to time hereafter will be own, Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator’s right, title and interest in and to such Receivables (to the surviving entity (extent not already sold and assigned pursuant to the “Merger”Original Receivables Sale Agreement). In connection , together with the Merger Agreement Related Security and Collections with respect thereto. The Originators and Buyer intend the transactions contemplated thereby, Parent, certain hereby to be true sales of the Stockholder Parties Receivables from the Originators to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and one the Originators and Buyer do not intend these transactions to be, or more other individuals are entering into one or more Voting Agreementsfor any purpose to be characterized as, each loans from Buyer to the Originators. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of December 31, 2002 (as amended as of the date hereof (and as each the same may be amended or supplemented from time to timetime be amended, supplemented, restated or otherwise modified, the “New Voting AgreementsPurchase Agreement”) among Buyer, Insight Enterprises, Inc., as Servicer, Jupiter Securitization Corporation (“Jupiter”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented financial institutions from time to timetime party thereto as “Financial Institutions” and Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for Jupiter and such Financial Institutions (in such capacity, the “New Registration Rights AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Certain of the Originators (the "Existing Originators") and the Stockholder Parties are parties to (i) Buyer entered into that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Receivables Sale Agreement, dated as of June 30, 2000 (as amended, restated or otherwise modified prior to the date hereof (as it may be amended or supplemented from time to timehereof, the “New Registration Rights "Original Sale Agreement”"), pursuant to whichwhich the Existing Originators sold all of their Receivables and certain related property to Buyer. The Existing Originators desire to continue to sell and assign to Buyer, upon and the other Originators now desire to sell and assign to Buyer, all of each such Originator's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Buyer desires to purchase such Receivables, Related Security and Collections. Buyer continues to own all Receivables of the Existing Originators outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Sale Agreement (such Receivables, the "Previously Sold Receivables"). Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Buyer, the Servicers (as defined therein), the Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago), as agent for the Companies and AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Financial Institutions or any successor agent appointed pursuant to the terms of the Purchase Agreement (in such capacity, the "Agent"). Each of the Originators and Buyer now desire to amend and restate the Original Sale Agreement in its entirety, subject to the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Stockholder Parties are parties Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to (i) be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Purchase Agreement”) among Buyer, Originator, as Servicer, Park Avenue Receivables Company LLC (“PARCO”), the financial institutions from time to time party thereto as “Financial Institutions” (PARCO and its successors and assigns, together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A., as administrative agent for the Purchasers thereunder or any successor agent appointed pursuant to which, upon the terms and subject to of the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity Purchase Agreement (the “MergerAdministrative Agent”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties parties hereto are parties to the Amended and Restated Receivables Sale Agreement dated as of December 30, 2005 (i) as amended, supplemented or otherwise modified from time to time heretofore, the “Existing Sale Agreement”). The parties hereto desire to amend and restate the Existing Sale Agreement in its entirety as set forth herein (it being the intent of the parties hereto that this Agreement not constitute a novation of the Existing Sale Agreement). Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to transfer and assign to Buyer, and Buyer wishes to acquire from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales or true contributions of the Receivables and other property hereby transferred from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables and such other property, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the transfer of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement of even date herewith (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, The Timken Corporation, as Servicer, the “Purchasers” from time to time party thereto (the “Old Voting AgreementPurchasers”) and (ii) that certain Registration Rights Agreement ), the “Managing Agents” from time to time party thereto (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger SubManaging Agents”), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent for the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof Purchasers (as it may be amended or supplemented from time to timein such capacity, the “Merger AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originators now own, and from time to time hereafter will own, certain Receivables. Upon the Stockholder Parties are parties to terms and conditions hereinafter set forth, (a) CMC wishes (i) that certain Termination to sell and Voting Agreement assign to the Buyer, and the Buyer wishes to purchase from CMC, all of CMC’s right, title and interest in and to all of CMC’s existing and future Receivables (other than Contributed Receivables), together with the “Old Voting Agreement”) Related Security and Collections with respect thereto and all proceeds of the foregoing and (ii) to contribute to the Buyer’s capital all of CMC’s right, title and interest in and to all of CMC’s existing and future Contributed Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Buyer wishes to accept such capital contributions, and (b) each Subsidiary Originator wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such Subsidiary Originator, all of each such Subsidiary Originator’s right, title and interest in and to all existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing. Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of CMCany contribution by CMC pursuant to clause (a)(ii) of the immediately preceding paragraph, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and none of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell the Receivables to certain purchasers pursuant to that certain Registration Rights Receivables Purchase Agreement (the “Old Registration Rights Agreement”), each dated as of October 1April 5, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2011 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Purchase Agreement”), pursuant to which, upon ) among the terms and subject to the conditions thereofBuyer, the Company will be merged with Servicer, the Purchasers and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented Administrative Agent from time to timetime party thereto and Xxxxx Fargo Bank, N.A., as administrative agent for the Purchasers (together with its successors and permitted assigns in such capacity, the “New Voting AgreementsAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Collection Agent, the Investors, certain of the Banks, the Seller and the Stockholder Parties are parties to (i) that certain Termination and Voting Agreement (the “Old Voting Agent entered into a Receivables Purchase Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of November 26, 1997, as amended, and as further amended and restated by the date hereof Amended and Restated Receivables Agreement, dated as of November 24, 1999, as amended by Amendment Agreement No. 1, dated as of December 3, 1999 (as it may be amended or supplemented from time to time, the “Merger "Original Receivables Purchase Agreement”"), pursuant to which, which the Seller has sold Receivable Interests to the Investors and the Banks upon the terms and subject to the conditions thereofset forth in the Original Receivables Purchase Agreement. The Collection Agent, the Company will be merged with Investors, the Banks, the Seller and into Merger Subthe Agent desire to amend and restate the Original Receivables Purchase Agreement in its entirety in order to reflect prior amendments to certain financial covenants, modify eligibility criteria related to PBM's and the Special Concentration Limits relating thereto (each, as defined below) and modify certain reserve calculations and requirements. The Seller has acquired, and Merger Sub will be may continue to acquire Receivables from the surviving entity (Originators, either by purchase or by contribution to the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain capital of the Stockholder Parties and one or more other individuals are entering into one or more Voting AgreementsSeller, each dated as of the date hereof (as each may be amended or supplemented determined from time to timetime by the Seller and the Originators. The Seller is prepared to sell undivided fractional ownership interests (referred to herein as "Receivable Interests") in the Receivables. CAFCO or CRC (as such terms are hereinafter defined) may, in their sole discretion, purchase such Receivable Interests, and the “New Voting Agreements”)Banks are prepared to purchase such Receivable Interests, pursuant to which, upon in each case on the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.. Accordingly, the parties agree to amend and restate the Original Receivables Purchase Agreement as follows:

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties are parties to (i) Purchaser has entered into that certain Termination Receivables Purchase and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Transfer Agreement, dated as of the date hereof (as it may be amended amended, restated, modified or supplemented from time to time, the “New Registration Rights "RPTA"; capitalized terms used herein and not defined herein shall have the meanings attributed thereto in the RPTA) with each of the entities parties thereto as providers (each, together with its successors and assigns, a "Provider" and, collectively, the "Providers") and Five Star Quality Care, Inc., as Primary Servicer. The Purchaser, the Lenders, Dresdner Kleinwort Wasserstein LLC, as Co- Program Manager, Syndication Agent and Lexx Xxxxxxxx, Healthcare Finance Group, Inc., as Co- Program Manager, and the Assignee have entered into that certain Loan and Security Agreement”, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "LSA"). In connection with the RPTA, pursuant to whichthe Grantors have made that certain Guaranty, upon dated as of the terms and subject date hereof, in favor of the Purchaser (the "Parent Guaranty"). It is a condition precedent to the conditions thereofeffectiveness of the RPTA and the LSA and the making of any financial accommodations thereunder that the Grantors execute and deliver a pledge agreement in the form hereof to secure the following (collectively, Parent will grant certain registration rights the "Obligations"): the full and prompt payment, at any time and from time to time as and when due, of all liabilities and obligations of the other parties thereto with respect Grantors, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to such parties’ respective shares become due under, arising out of Parent common stock to be received or in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Parent Guaranty or this Pledge Agreement, including, without limitation, any and all fees, costs and expenses, (including reasonable counsel fees and expenses) paid or incurred in enforcing any rights under the Parent has required Guaranty or this Pledge Agreement. Without limiting the generality of the foregoing, the Grantors' liability shall extend to all amounts that constitute part of the Company Obligations and each Stockholder Party agree, and such parties would be owed by the Grantors under the Parent Guaranty or this Pledge Agreement but for the fact that they are willing to agree, unenforceable or not allowable due to the matters set forth hereinexistence of a bankruptcy, reorganization or similar proceeding involving any of the Grantors.

PRELIMINARY STATEMENTS. The Company SMMC now owns, and from time to time hereafter will own, Receivables Assets. Upon the Stockholder Parties are parties terms and conditions hereinafter set forth, SMMC wishes to (i) that certain sell and assign to TPNA, and TPNA wishes to purchase from SMMC, all of SMMC’s right, title and interest in and to the Receivables Assets existing as of the close of business on the Initial Cutoff Date and thereafter arising through and including the Termination Date. SMMC and Voting Agreement TPNA intend the transaction contemplated hereby to be a true sale of the Receivables Assets from SMMC to TPNA, providing TPNA with the full benefits of ownership of the Receivables Assets, and neither SMMC nor TPNA intends this transaction to be, or for any purpose to be characterized as, a loan from TPNA to SMMC secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from SMMC, TPNA will sell and/or contribute them to Tempur Sealy Receivables, LLC, a Delaware limited liability company (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights AgreementSPE”), each dated as of October 1, 2003 pursuant to that certain Amended and attached as Exhibit B Restated Receivables Sale and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of MergerContribution Agreement, dated as of April 6, 2021, by and between TPNA, as seller and contributor, and the date hereof SPE, as the buyer and contributee (as it the same may be amended amended, supplemented, restated or supplemented otherwise modified from time to time, the “Merger AgreementRSCA”), and the SPE will pledge them to Xxxxx Fargo Bank, National Association, as administrative agent for the Lenders (together with its successors and assigns in such capacity, the “Administrative Agent”), pursuant to whichthat certain Amended and Restated Credit and Security Agreement, upon dated as of April 6, 2021, by and among the terms and subject to the conditions thereofSPE, the Company will be merged with and into Merger Subas borrower, and Merger Sub will be the surviving entity Tempur Sealy International, Inc., a Delaware corporation, as initial master servicer (the “MergerMaster Servicer”). In connection with , the Merger Agreement lenders from time to time party thereto (the “Lenders”) and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof Administrative Agent (as each the same may be amended amended, supplemented, restated or supplemented otherwise modified from time to time, the “New Voting AgreementsCSA”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant exchange for certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinloans.

PRELIMINARY STATEMENTS. The Company Seller, JPMorgan Chase, Wachovia, SunTrust, Blue Ridge, Three Pillars, Falcon, the Blue Ridge Agent, the Falcon Agent, the Three Pillars Agent and the Stockholder Parties Administrative Agent are parties to (i) that certain Termination Amended and Voting Restated Receivables Purchase Agreement dated as of September 10, 2004 (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Existing Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”)The Seller wishes to increase the facility evidenced by the Existing Agreement, and Amsterdam, ABN AMRO and the Company propose Amsterdam Agent wish to enter into an Agreement become parties thereto. The Seller desires to continue to transfer and Plan of Merger, dated as of assign Purchaser Interests to the date hereof (as it may be amended or supplemented Purchasers from time to time. In addition, the “Merger Agreement”)Seller may from time to time request the LC Issuer to issue Letters of Credit for which the Seller’s reimbursement obligations will be secured by a pledge of the Seller’s interest in the Receivables and Related Security, pursuant and the LC Issuer has agreed, subject to which, upon the terms and subject conditions contained in this Agreement, to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”)issue such Letters of Credit. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain Each of the Stockholder Parties Uncommitted Purchasers may, in its absolute and one or more other individuals are entering into one or more Voting Agreementssole discretion, each dated as of purchase Purchaser Interests from the date hereof (as each may be amended or supplemented Seller from time to time. The Committed Purchasers shall, at the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares request of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated therebySeller, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented purchase Purchaser Interests from time to time. JPMorgan Chase has been requested and is willing to act as agent on behalf of the Falcon Group, STCM has been requested and is willing to act as agent on behalf of the “New Registration Rights Agreement”)Three Pillars Group, pursuant Wachovia has been requested and is willing to whichact as LC Issuer and as agent on behalf of the Blue Ridge Group, upon and ABN AMRO has been requested and is willing to act as agent on behalf of the Amsterdam Group, in accordance with the terms hereof. USF Assurance will act as agent on its own behalf. In addition, JPMorgan Chase has been requested and subject is willing to act as administrative agent on behalf of the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received Groups in connection accordance with the Mergerterms hereof. As a condition The parties wish to amend and restate the Existing Agreement in its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agreeentirety as hereinafter set forth, and such parties are willing to agreeaccordingly, to the matters set forth herein.hereby agree as follows:

PRELIMINARY STATEMENTS. The Company Originator from time to time originates Receivables. Originator and the Stockholder Parties Buyer are parties to (i) that certain Termination the Existing RSA, pursuant to which Originator sells and Voting Agreement assigns to Buyer, and Buyer purchases from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer desire to amend and restate the Existing RSA, effective as of August 16, 2018 (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights AgreementAmendment Date”), each dated as on the terms and conditions set forth herein. Originator and Buyer intend the transactions contemplated hereby to be true sales of October 1the Receivables from Originator to Buyer, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary providing Buyer with the full benefits of Parent (“Merger Sub”)ownership of the Receivables, and the Company propose Originator and Buyer do not intend these transactions to enter into an Agreement and Plan of Mergerbe, dated as of the date hereof (as it may or for any purpose to be amended or supplemented characterized as, loans from Buyer to Originator. Buyer from time to time, time sells undivided interests in the “Merger Agreement”), Receivables and in the associated Related Security and Collections pursuant to which, upon the terms that certain Fourth Amended and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Restated Receivables Purchase Agreement, dated as of the date hereof August 16, 2018 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “New Registration Rights Purchase Agreement”), among Buyer, Originator, as Servicer, the Companies from time to time party thereto, the Financial Institutions from time to time party thereto and Xxxxx Fargo Bank, N.A. or any successor agent appointed pursuant to which, upon the terms and subject to of the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Purchase Agreement, Parent has required that the Company and each Stockholder Party agree, as agent for such Companies and such parties are willing to agreeFinancial Institutions (in such capacity, to the matters set forth herein“Agent”).

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Company and the Stockholder Parties are parties to Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that certain Termination and Voting Agreement (the “Old Voting Agreement”) are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that certain Registration Rights an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Purchase Agreement, dated as of December 16, 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Old Registration Rights Prior Agreement”), each dated as of October 1among the Seller, 2003 the Servicer, the various conduit purchasers, related committed purchasers, LC participants and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”)purchaser agents party thereto, and BNS, as the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”)administrator. In connection with the Merger amendment and restatement of the Prior Agreement, BNS, solely in its capacity as the administrator, has assigned all of its rights and obligations as administrator under the Prior Agreement and the transactions contemplated thereby, Parent, certain each of the Stockholder Parties other Transaction Documents pursuant to that certain Assignment and one Assumption Agreement, dated on or more other individuals are entering into one or more Voting Agreements, each dated as of about the date hereof (the “Assignment and Assumption Agreement”), among the Seller, the Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and Atlantic, and the parties thereto desire that PNC, and PNC by its execution and delivery of its signature to the Assignment and Assumption Agreement and this Agreement hereby agrees to, become the Administrator. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Seller and the Servicer shall continue to be liable to each of the Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or the Servicer, as each may be amended or supplemented from time to timeapplicable, which are accrued and unpaid under the Prior Agreement on the date hereof (collectively, the “New Voting AgreementsPrior Agreement Outstanding Amounts”), pursuant ) and all agreements to which, upon the terms and subject indemnify such parties in connection with events or conditions arising or existing prior to the conditions thereof, each Stockholder Party effective date of this Agreement and each such other individual agrees, among other things, to vote (or cause to be votedii) their respective shares of the common stock of the Company security interest in favor of the Merger Administrator created under the Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the adoption effectiveness of this Agreement, 740811803 17540157 each reference to the Merger Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. In connection with the Merger Agreement and the transactions contemplated therebyNothing contained herein, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject unless expressly herein stated to the conditions thereofcontrary, Parent will grant certain registration rights is intended to the amend, modify or otherwise affect any other parties thereto with respect to such parties’ respective shares of Parent common stock to be received instrument, document or agreement executed and/or delivered in connection with the MergerPrior Agreement. As a condition to its willingness to enter into In consideration of the Merger Agreement mutual agreements, provisions and covenants contained herein, the New Registration Rights Agreementsufficiency of which is hereby acknowledged, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.hereto agree as follows:

PRELIMINARY STATEMENTS. The Company and Each of the Stockholder Parties are parties to (i) that hereto entered into a certain Termination and Voting Agreement (the “Old Voting Receivables Purchase Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof December 19, 2000 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “Merger "Purchase Agreement”"). Interface Americas, pursuant Inc. ("Interface Americas") desires to which, upon the terms and subject become a party to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Transfer Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as an Original Seller as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereofset forth therein and herein. Prince Street Technologies, Ltd. and Bentley Mills, Inc. ("Bentley"), each Stockholder Party an Xxxxinal Seller under the Transfer Agreement, desire to merge, effective as of 11:59 p.m. on the date hereof, with Bentley being the surviving corporation (the "Merger"). Originator desires to enter into a certain First Amendment and each such other individual agrees, among other things, Limited Waiver to vote Receivables Transfer Agreement of even date herewith (or cause the "Transfer Agreement Amendment") in order to be voted) their respective shares of the common stock of the Company in favor of permit the Merger and the adoption addition of the Merger AgreementInterface Americas as an Original Seller. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose Buyer desires to enter into a Registration Rights certain Limited Waiver to Receivables Sale Agreement of even date herewith (the "Sale Agreement Limited Waiver") in order to permit the Merger and the addition of Interface Americas as an Original Seller. Under the terms of the Purchase Agreement, dated as the consent of the date hereof Agent and each Purchaser (as it may be amended or supplemented from time to timecollectively, the “New Registration Rights Agreement”)"Consenting Parties") is required in order for Originator to enter into the Transfer Agreement Amendment, pursuant which consent the Originator has requested, and for the Seller to whichenter into the Sale Agreement Limited Waiver, upon which consent the terms and subject Seller has requested. In addition, each of the parties hereto now desires to amend the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received Purchase Agreement in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreementforegoing, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, subject to the matters set forth terms and conditions hereof, as more particularly described herein.

PRELIMINARY STATEMENTS. The Company Borrower has entered into the Amended and the Stockholder Parties are parties to (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Restated Credit Agreement, dated as of March 29, 2007 (the date hereof “Existing Credit Agreement”) with Bank of America, N.A., as administrative agent, with the lenders named therein (the “Existing Lenders”) and the other parties thereto. In order to finance its ongoing working capital and general corporate purposes, the Borrower has requested, and the Lenders have agreed, to further amend and restate the Existing Credit Agreement in order to permit the Lenders to extend credit subject to the conditions set forth herein in the form of (a) Term Loans to the Borrower as it provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, at any time, not more than (i) $300,000,000 in aggregate principal, notional or stated amount may be amended or supplemented in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans provided by the Swing Line Lenders. By execution of this Agreement, each of the Lenders shall be deemed to have assumed from time each of the Existing Lenders, as of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement such that, after giving effect to timesuch sale and assignment as of the Restatement Closing Date, the “New Registration Rights Agreement”), pursuant Commitments of and the amount of Borrowings owing to which, upon each of the terms Lenders will be set forth on Schedule 2.01. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions thereofset forth in Section 4.01, Parent will grant certain registration rights the parties hereto agree to amend and restate the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Existing Credit Agreement, Parent has required that the Company and each Stockholder Party agreein its entirety, and such parties are willing to agree, to the matters set forth herein.as follows:

PRELIMINARY STATEMENTS. The Company Each of Chatham, Pandel and Interface Architectural (each, a "New Original Seller" and, collectively, the Stockholder Parties are parties "New Original Sellers" now owns, and from time to (i) that certain Termination time hereafter will own, Receivables. Each of Bentley, Guilford and Voting Agreement (the “Old Voting Interface Flooring is a party to a Transfer Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated August 4, 1995, between such Original Seller and Buyer, and each of Intek, Prince Street and Toltec (each, an "Existing Original Seller" and, together with Bentley, Guilford and Interface Flooring, collectively, the "Existing Original Sellers") is party to a Transfer Agreement, each dated December 27, 1996, between such Original Seller and Originator (each such Transfer Agreement, as of October 1previously amended or modified and as in effect on the date hereof, 2003 and attached as Exhibit B and Exhibit C heretoan "Existing Agreement" and, respectively. Xxxx-XxXxx Corporationcollectively, a Delaware corporation (“Parent”the "Existing Agreements"), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary pursuant to which the Originator purchases receivables from such Existing Original Seller in accordance with the terms thereof. Each of Parent (“Merger Sub”)the Existing Original Sellers wishes to terminate its respective Existing Agreement in accordance with the terms thereof, and the Company propose to enter into an this Agreement on the terms and Plan conditions set forth herein, pursuant to which the New Original Sellers and the Existing Original Sellers will sell to Originator and Originator will purchase from such New Original Sellers and Existing Original Sellers their respective Receivables, together with the Related Security and Collections with respect thereto, in accordance with the terms and conditions thereof. Each the Original Sellers and Originator intend the transactions contemplated hereby to be true sales of Mergerthe Receivables from each such Original Seller to Originator, providing Originator with the full benefits of ownership of the Receivables, and neither any of the Original Sellers nor Originators intend these transactions to be, or for any purpose to be characterized as, loans from Originator to any Original Seller. Following the purchase of Receivables from the Original Sellers, (a) Originator will sell to Interface Securitization Corporation ("SPV") and SPV will purchase from Originator, all of Originator's right, title and interest in and to the Receivables, Related Security and Collections purchased by Originator pursuant to the terms of a certain Receivables Sales Agreement, dated as of the date hereof, between Originator and SPV (as amended, restated or otherwise modified from time to time, the "Receivables Sale Agreement") in accordance with the terms thereof and (b) SPV will sell undivided interests therein pursuant to that certain Receivables Purchase Agreement dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Purchase Agreement”") among SPV, Interface, Inc., as Servicer, Jupiter Securitization Corporation ("Company"), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for Company and such Financial Institutions (in such capacity, the “New Voting Agreements”"Agent"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company parties hereto (other than the Additional Seller and the Stockholder Parties New Servicer) are parties to (i) that certain Termination Fourth Amended and Voting Agreement (the “Old Voting Restated Receivables Purchase Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of November 1, 2013, as amended by the First Amendment and Joinder, dated as of November 3, 2014, the Second Amendment, dated as of November 14, 2016, the Third Amendment, dated as of August 30, 2017, the Fourth Amendment, dated as of September 30, 2019, the Fifth Amendment, dated as of May 13, 2022, and the Sixth Amendment, dated as of September 30, 2022 (as amended, restated, supplemented or otherwise modified from time to time up to the date hereof (as it may be amended or supplemented hereof, the “Existing Agreement”). The Original Seller has transferred and assigned to the Purchasers pursuant to the Existing Agreement, and desires to continue to transfer and assign to the Purchasers pursuant to this Agreement Purchaser Interests from time to time. The Additional Seller wishes to transfer and assign to the Purchasers pursuant to this Agreement Purchaser Interests from time to time. The Sellers wish to designate and appoint the New Servicer as Servicer hereunder with respect to the Purchaser Interests sold by the Sellers. The Sellers wish to designate and appoint the Original Servicer as a Permitted Sub-Servicer hereunder with respect to the Purchaser Interests sold by the Original Seller (collectively, the “Merger AgreementLegacy Receivables”). Each Conduit may, pursuant in its absolute and sole discretion, purchase the Purchaser Interests from the Sellers from time to whichtime. In the event that any Conduit declines to make any purchase of Purchaser Interests or if the related Purchaser Group does not include a Conduit, upon the applicable Related Financial Institution(s) will, at the request of the Additional Seller, for itself and/or on behalf of the Original Seller, purchase such Purchaser Interests from time to time on the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”)set forth herein. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon On the terms and subject to the conditions thereofset forth herein, each Stockholder Party the XX Xxxxx have agreed to issue Letters of Credit, and each Financial Institution has agreed to acquire risk participations in such other individual agrees, among other things, Letters of Credit. MUFG has been requested and is willing to vote (or cause to be voted) their respective shares act as Agent on behalf of the common stock of the Company Purchasers and Managing Agents in favor of the Merger and the adoption of the Merger Agreement. In connection accordance with the Merger terms hereof. The parties hereto now desire to amend and restate the Existing Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose in its entirety to enter into a Registration Rights Agreement, dated read as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Seller, JPMorgan Chase, Wachovia, SunTrust, Three Pillars, Falcon, the Wachovia Agent, the Falcon Agent, the Three Pillars Agent and the Stockholder Parties Administrative Agent are parties to (i) that certain Termination Second Amended and Voting Restated Receivables Purchase Agreement dated as of May 24, 2005 (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Existing Agreement”), each dated as of October 1, 2003 . THIRD AMENDED AND RESTATED RPA The Seller desires to continue to transfer and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and assign Purchaser Interests to the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented Purchasers from time to time. In addition, the “Merger Agreement”)Seller desires to continue to request the LC Issuer from time to time to issue or maintain Letters of Credit for which the Seller’s reimbursement obligations will be secured by a pledge of the Seller’s interest in the Receivables and Related Security, pursuant and the LC Issuer has agreed, subject to which, upon the terms and subject conditions contained in this Agreement, to the conditions thereof, the Company will be merged with issue and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”)maintain such Letters of Credit. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain Each of the Stockholder Parties Uncommitted Purchasers may, in its absolute and one or more other individuals are entering into one or more Voting Agreementssole discretion, each dated as of purchase Purchaser Interests from the date hereof (as each may be amended or supplemented Seller from time to time. The Committed Purchasers shall, at the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares request of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated therebySeller, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented purchase Purchaser Interests from time to time. JPMorgan Chase has been requested and is willing to act as agent on behalf of the Falcon Group, STRH has been requested and is willing to act as agent on behalf of the “New Registration Rights Agreement”)Three Pillars Group, pursuant Wachovia has been requested and is willing to whichact as LC Issuer and as agent on behalf of the Wachovia Group, upon and ABN AMRO has been requested and is willing to act as agent on behalf of the Amsterdam Group, in accordance with the terms hereof. YRC Assurance will act as agent on its own behalf. In addition, JPMorgan Chase has been requested and subject is willing to act as administrative agent on behalf of the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received Groups in connection accordance with the Mergerterms hereof. As a condition The parties wish to amend and restate the Existing Agreement in its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agreeentirety as hereinafter set forth, and such parties are willing to agreeaccordingly, to the matters set forth herein.hereby agree as follows:

PRELIMINARY STATEMENTS. The Company Each Originator now owns, and from time to time hereafter will own, Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the Stockholder Parties are parties associated Related Security and Collections pursuant to (i) that certain Termination and Voting Receivables Purchase Agreement dated as of January 15, 2020 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Old Voting Purchase Agreement”) and among Buyer, as seller, the Servicer (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”as defined therein), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented conduits from time to timetime party thereto as “Conduits”, the financial institutions from time to time party thereto as “Financial Institutions”, the purchaser agents from time to time party thereto as “Purchaser Agents” and MUFG Bank, Ltd., as agent for the Conduits and Financial Institutions or any successor agent appointed pursuant to the terms of the Purchase Agreement (in such capacity, together with any successors or assigns, the “Merger AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. Each Originator now owns, and from time to time hereafter will own, Receivables. The Company Originators wish to sell and assign to Buyer, and Buyer wishes to purchase from the Originators, all of each Originator's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. The Originators and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from the Originators to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and the Stockholder Parties are parties Originators and Buyer do not intend these transactions to (i) be, or for any purpose to be characterized as, loans from Buyer to the Originators. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1September 28, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 1999 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Purchase Agreement”") among Buyer, Falcon Asset Securitization Corporation ("FALCON"), pursuant International Securitization Corporation ("ISC") (FALCON and ISC each being referred to which, upon individually as a "Conduit" and collectively as the terms and subject to the conditions thereof"Conduits"), the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto as "Financial Institutions" and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for the Conduits and such Financial Institutions (in such capacity, the “New Voting Agreements”"Agent"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger . The Conduits and the adoption of Financial Institutions together are referred to herein as the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinPurchasers.

PRELIMINARY STATEMENTS. The Company and Pursuant to the Stockholder Parties are parties to (i) terms of that certain Termination Receivables Purchase and Voting Sale Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 123, 2003 2000 (as amended, the "Existing Mohawk Agreement") by and attached between Mohawk Distribution, as Exhibit B seller, and Exhibit C heretoBuyer, respectivelyas buyer, Mohawk Distribution sold Receivables to Buyer. XxxxPursuant to the terms of that certain Receivables Purchase and Sale Agreement dated as of May 14, 2002 (as amended, the "Existing First Step Dal-XxXxx CorporationTile Agreement"), by and between Dal-Tile, as seller and DTSC, Inc. ("DTSC"), as buyer, Dal-Tile sold Receivables to DTSC. Pursuant to the terms of that certain Receivables Purchase and Sale Agreement dated as of May 14, 2002 (as amended, the "Existing Second Step Dal-Tile Agreement"; together with the Existing Mohawk Agreement, the "Existing Receivables Purchase Agreements"), by and between DTSC, as seller and DT/Mohawk Funding, LLC ("DT/Mohawk Funding"), as buyer, DTSC sold Receivables acquired from Dal-Tile under the Existing First Step Dal-Tile Agreement to DT/Mohawk Funding. DT/Mohawk Funding is to merge with and into Buyer and accordingly, the parties hereto wish to amend, restate and consolidate the Existing Receivables Purchase Agreements with this Agreement. Each of the Originators party to this Agreement on the date hereof and the Buyer intended that the past transfers of Receivables under the Existing Receivables Purchase Agreements be true sales to the applicable party thereunder, and each of the Originators and the Buyer intend that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to such Originator. Each of the Originators acknowledges that from and after the date hereof, the Buyer intends to finance purchases of Receivables from the Originators, in part, from the proceeds of loans made pursuant to an Amended and Restated Credit and Security Agreement of even date herewith (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Credit and Security Agreement") among the Buyer, as the borrower, Mohawk Servicing, Inc., a Delaware corporation corporation, as the initial Servicer, Blue Ridge Asset Funding Corporation (“Parent”"Blue Ridge"), Xxxx-XxXxx Three Pillars Funding Corporation (Nevada"TPFC"; together with Blue Ridge and the other issuers of Commercial Paper from time to time party thereto as "Conduits," each a "Conduit" and collectively, the "Conduits") LLCand certain other lenders from time to time party thereto, a Nevada limited liability company and wholly-owned subsidiary of Parent SunTrust Capital Markets, Inc., as agent for TPFC (“Merger Sub”the "TPFC Agent"), and Wachovia Bank, National Association ("Wachovia") as agent for Blue Ridge (the Company propose to enter into an Agreement "Blue Ridge Agent") and Plan of Mergerany other entity acting as administrative agent for a Conduit (together with the TPFC Agent and the Blue Ridge Agent, dated as of the date hereof (as it may be amended or supplemented from time to timeindividually a "Co-Agent" and collectively, the “Merger Agreement”)"Co-Agents") and Wachovia as agent for the Co-Agents and the Conduits (in such capacity, pursuant to which, upon the terms and subject to the conditions thereoftogether with its successors, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”"Administrative Agent"). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Stockholder Parties are parties Originators wishes to (i) sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator's right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the Purchases of Receivables from such Originator hereunder to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends such Purchases to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Following the Purchase of Receivables from each Originator, Buyer will borrow and pledge its assets pursuant to that certain Termination Amended and Voting Restated Credit and Security Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1August 19, 2003 2002 (as the same has been and attached may from time to time hereafter amended, supplemented, restated or otherwise modified, the "CREDIT AND SECURITY AGREEMENT") by and among Buyer, as Exhibit B and Exhibit C heretoBorrower, respectively. Xxxx-XxXxx CorporationParent, a Delaware corporation as initial Servicer, Blue Ridge Asset Funding Corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”"BLUE RIDGE"), and Wachovia Bank, National Association or any successor agent appointed pursuant to the Company propose to enter into an Agreement Credit and Plan of MergerSecurity Agreement, dated as of the date hereof agent (as it may be amended or supplemented from time to timein such capacity, the “Merger Agreement”"ADMINISTRATIVE AGENT"), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Existing Owner now owns Receivables (each an “Existing Receivable”). Existing Owner wishes to sell and assign to Buyer, and Buyer wishes to purchase from Existing Owner, all of Existing Owner’s right, title and interest in and to all the Stockholder Parties are parties Existing Receivables, together with the Related Security and Collections with respect thereto. Existing Owner and Buyer intend the transactions contemplated hereby to (i) be true sales of the Existing Receivables from Existing Owner to Buyer, providing Buyer with the full benefits of ownership of the Existing Receivables, and Existing Owner and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Existing Owner. Following the purchase of Existing Receivables from Existing Owner, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Purchase Agreement”) among Buyer, Xxxx Company, as Servicer (in such capacity, the “Servicer”), pursuant to whichPark Avenue Receivables Company, upon the terms and subject to the conditions thereofLLC (“Company”), the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto (together with Company, the “New Voting AgreementsPurchasers”)) and JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) or any successor agent appointed pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Purchase Agreement, dated as of agent for the date hereof Purchasers (as it may be amended or supplemented from time to timein such capacity, the “New Registration Rights AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Originators now owns, and from time to time hereafter will own, Receivables. On the date of the Existing Agreement, each of the Originators party to the Existing Agreement made a dividend to Parent of all of such Originator's right, title and interest in and to 100% of its Receivables in existence as of the close of business on its Initial Cutoff Date, together with the associated Related Security and Collections, and Parent contributed all of such Receivables and the Stockholder Parties are parties associated Related Security and Collections to Buyer's capital (isuch Receivables, the "INITIAL CONTRIBUTED RECEIVABLES" and, together with the associated Related Security and Collections, the "INITIAL CONTRIBUTED ASSETS") in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, providing Buyer with the full benefits of ownership of such Initial Contributed Assets, and neither Parent nor Buyer intended such contribution to be, or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator's right, title and interest in and to its Receivables (other than Initial Contributed Receivables), together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer may finance its purchase of Receivables from the Originators, in part, by borrowing pursuant to that certain Termination Amended and Voting Restated Credit and Security Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 126, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2005 (as it may be amended or supplemented amended, restated, replaced and/or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, upon time in accordance with the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub"CREDIT AND SECURITY AGREEMENT") among Buyer, Rock-Tenn Converting Company, as initial Servicer, Blue Ridge Asset Funding Corporation, Three Pillars Funding LLC, SunTrust Bank, SunTrust Capital Markets, Inc., as TPF Agent, and Merger Sub will be the surviving entity Wachovia Bank, National Association, individually, as Blue Ridge Agent and as administrative agent (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timein such last capacity, the “New Voting Agreements”"ADMINISTRATIVE AGENT"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each Originator now owns, and from time to time hereafter will own, Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator's right, title and interest in and to such Receivables, together with the Stockholder Parties are parties Related Security and Collections with respect thereto. Prior to (i) that the Effective Date, the Originators sold and assigned to the Buyer certain Termination and Voting other Receivables pursuant to the Prior Sale Agreement (as defined herein). The Originators and Buyer intend the “Old Voting Agreement”) transactions contemplated hereby and (ii) that certain Registration Rights by the Prior Sale Agreement (to be true sales of the “Old Registration Rights Agreement”)Receivables from the applicable Originator to Buyer, each dated as providing Buyer with the full benefits of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary ownership of Parent (“Merger Sub”)the Receivables, and the Company propose Originators and Buyer do not intend these transactions to enter into an be, or for any purpose to be characterized as, loans from Buyer to the applicable Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement and Plan of Merger, dated as of the date hereof (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Receivables Purchase Agreement”") among Buyer, ACBL, as Servicer, Jupiter Securitization Corporation ("Company"), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the terms of the Receivables Purchase Agreement, as agent for Company and such Financial Institutions (in such capacity, the “New Voting Agreements”"Agent"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each Originator now owns, and from time to time hereafter will own, Originated Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to certain of such Originated Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the Stockholder Parties are parties associated Related Security and Collections pursuant to (i) that certain Termination Third Amended and Voting Restated Receivables Purchase Agreement dated as of December 3, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Old Voting Purchase Agreement”) and among Buyer, as seller, the Servicer (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”as defined therein), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented conduits from time to timetime party thereto as “Conduits”, the financial institutions from time to time party thereto as “Financial Institutions”, the purchaser agents from time to time party thereto as “Purchaser Agents” and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (as assignee of JPMorgan Chase Bank, N.A.), as agent for the Conduits and Financial Institutions or any successor agent appointed pursuant to the terms of the Purchase Agreement (in such capacity, together with any successors or assigns, the “Merger AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company and Pursuant to the Stockholder Parties are parties to (i) terms of that certain Termination Third Amended and Voting Restated Receivables Purchase and Sale Agreement dated as of September 2, 2009 (as amended, the “Existing Agreement”) by and among the Originators, as sellers, and Mohawk Factoring II, Inc., a Delaware corporation formerly known as Mohawk Factoring, Inc. (the “Old Voting AgreementPrevious Buyer”) ), as buyer, the Originators sold Receivables to Previous Buyer. Each of the Originators party to this Agreement on the date hereof and (ii) the Previous Buyer intended that the past transfers of Receivables under the Existing Agreement be true sales to the Previous Buyer thereunder. The Buyer is a wholly-owned Subsidiary of Previous Buyer and pursuant to that certain Registration Rights Contribution Agreement effective as of December 1, 2012 (the “Old Registration Rights Contribution Agreement”), each dated Previous Buyer contributed to Buyer all Receivables of Previous Buyer. Each of the Originators and the Buyer intend that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to such Originator. Each of the Originators acknowledges that from and after the date hereof, the Buyer intends to finance purchases of Receivables from the Originators, in part, from the proceeds of loans made pursuant to a Credit and Security Agreement of even date herewith (the “Credit and Security Agreement”) among the Buyer, as of October 1the borrower, 2003 and attached as Exhibit B and Exhibit C heretoMohawk Servicing, respectively. Xxxx-XxXxx CorporationLLC, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company company, as the initial Servicer, the Lenders thereunder, the Co-Agents thereunder and whollySunTrust Bank, as administrative agent for the Co-owned subsidiary of Parent (“Merger Sub”), Agents and the Company propose to enter into an Agreement and Plan of MergerLenders (in such capacity, dated as of the date hereof (as it may be amended or supplemented from time to timetogether with its successors, the “Merger AgreementAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originator now owns, and from time to time hereafter will own, Gift Shop Receipts, Private Receivables and Government Receivables. The Originator wishes to sell and assign (and/or contribute and assign) to Buyer, and Buyer wishes to purchase from the Stockholder Parties are parties to Originator, (i) all of the Originator’s right, title and interest in and to its Gift Shop Receipts, (ii) all of the Originator’s right, title and interest in and to its Private Receivables, together with the Related Security and Collections with respect thereto, and (iii) Participation Interests in all of the Originator’s right, title and interest in and to its Government Receivables, together with the Related Security and Collections with respect thereto. The Originator and Buyer intend the transactions contemplated hereby to be true sales or absolute contributions to Buyer by the Originator of the Transferred Assets, providing Buyer with the full risks and benefits of ownership of the Transferred Assets, and neither the Originator nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Originator. Buyer plans to finance its purchase of Gift Shop Receipts, Private Receivables and Participation Interests in part by borrowing pursuant to that certain Termination Credit and Voting Security Agreement dated as of August 31, 2007 (as amended, restated, replaced and/or otherwise modified from time to time in accordance with the terms thereof, the “Old Voting Credit and Security Agreement”) among Buyer and certain of its Affiliates, as joint and several borrowers, Parent, as Performance Guarantor, UHS of Delaware, Inc., as initial Servicer, Variable Funding Capital Company LLC and Three Pillars Funding LLC, as conduit lenders (ii) that certain Registration Rights Agreement (collectively, the “Old Registration Rights AgreementConduits”), each dated as of October 1SunTrust Bank and Wachovia Bank, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation National Association (“ParentWachovia”), Xxxx-XxXxx as liquidity lenders, (Nevada) LLCcollectively, a Nevada limited liability company and wholly-owned subsidiary of Parent (the “Merger SubLiquidity Banks”), SunTrust Xxxxxxxx Xxxxxxxx, Inc. (“STRH”) as a co-agent, and the Company propose to enter into an Agreement Wachovia Bank, National Association, as a co-agent and Plan of Merger, dated as of the date hereof administrative agent (as it may be amended or supplemented from time to timein such latter capacity, the “Merger AgreementAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator's right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Following the purchase of the Receivables from each Originator through the First Step Receivables Sale Agreement, Buyer will sell or contribute all of its interests in the Receivables to Equifax Receivables Finance LLC. The Company sale and contribution of all of Buyer's right, title and interest in and to the Stockholder Parties are parties Receivables will be made pursuant to (i) that certain Termination and Voting Receivable Sales Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1September 7, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2004 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplement, restated or otherwise modified, the “Merger Agreement”), pursuant to which, upon the terms "SECOND STEP RECEIVABLES SALE AGREEMENT") between Buyer and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinEquifax Receivables Finance LLC.

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties are parties Reference is hereby made to (i) that certain Termination and Voting Receivables Sale Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 16, 2003 2000 by and attached as Exhibit B between Originator and Exhibit C hereto, respectivelyBuyer (the "Original Receivables Sale Agreement"). Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company Originator and wholly-owned subsidiary of Parent (“Merger Sub”), Buyer have agreed to amend and restate the Company propose to enter into an Original Receivables Sale Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon on the terms and subject to the conditions thereof, the Company will be merged with and into Merger Subset forth herein. Originator now owns, and Merger Sub from time to time hereafter will be the surviving entity (the “Merger”)own, Receivables. In connection Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator's right, title and interest in and to such Receivables, together with the Merger Agreement Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated thereby, Parent, certain hereby to be true sales of the Stockholder Parties Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and one Originator and Buyer do not intend these transactions to be, or more other individuals are entering into one or more Voting Agreementsfor any purpose to be characterized as, each loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of the date hereof October 3, 2002 (as each the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “New Voting Agreements”)"Purchase Agreement") among Buyer, pursuant to whichOriginator, upon as Servicer, Falcon Asset Securitization Corporation and Three Pillars Funding Corporation, as Conduit Purchasers, the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented financial institutions from time to timetime party thereto ("Financial Institutions" and, together with the Conduit Purchasers, the “New Registration Rights Agreement”"Purchasers"), Bank One, NA (Main Office Chicago) ("Bank One") and SunTrust Bank, as managing agents (collectively, the "Managing Agents") and Bank One, or any successor agent appointed pursuant to which, upon the terms and subject to of the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Purchase Agreement, Parent has required that as agent for the Company and each Stockholder Party agreePurchasers (in such capacity, and such parties are willing to agree, to the matters set forth herein"Agent").

PRELIMINARY STATEMENTS. The Company Certain Seller Parties, certain Financial Institutions, certain Companies and the Stockholder Parties Agent are parties to (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Receivables Purchase Agreement, dated as of June 30, 2000, as amended and restated by that certain Amended and Restated Receivables Purchase Agreement, dated as of December 21, 2001, as further amended and restated by that certain Second Amended and Restated Receivables Purchase Agreement, dated as of May 15, 2002 and effective for all purposes as of March 31, 2002, and as further amended and restated by that certain Third Amended and Restated Receivables Purchase Agreement, dated as of November 20, 2003, and as amended by the date hereof Amendment No. 1 thereto and Reaffirmation of Performance Undertakings, dated as of December 31, 2003 (such agreement, as it may be so amended or supplemented and restated and amended, the “Original Agreement”). Dairy Group, Dairy Group II and Specialty Group have transferred and assigned pursuant to the Original Agreement, and desire to continue to transfer and assign Purchaser Interests to the Purchasers from time to time. National Brand Group desires to become a party to the Original Agreement as a seller and to transfer and assign Purchaser Interests to the Purchasers from time to time. Each Company may, in its absolute and sole discretion, purchase the “New Registration Rights Agreement”)Purchaser Interests from the Sellers from time to time. In the event that any Company declines to make any purchase, pursuant such Company’s Related Financial Institutions shall, at the request of the Administrative Seller, purchase Purchaser Interests that such Company declined to whichpurchase from time to time. Bank One, upon NA (Main Office Chicago) has been requested and is willing to act as Agent on behalf of the Companies and the Financial Institutions in accordance with the terms hereof. The parties hereto now desire to amend and subject restate the Original Agreement in its entirety to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters read as set forth herein.

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties are parties Pursuant to (i) that certain Termination and Voting a Receivables Sale Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1September 7, 2003 2004, by and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporationamong Equifax Inc., a Delaware Georgia corporation (“Parent”"PARENT"), Xxxx-XxXxx (Nevada) Equifax Information Services LLC, a Nevada Georgia limited liability company ("EIS"), Equifax Direct Marketing Solutions, a Georgia limited liability company, Equifax Information Services of Puerto Rico Inc., a Georgia corporation, and wholly-owned subsidiary Compliance Data Center, Inc., a Georgia corporation (each of Parent (“Merger Sub”the foregoing, an "ORIGINATOR" and collectively, the "ORIGINATORS"), and the Company propose to enter into an Agreement and Plan of MergerEquifax Capital Management, dated as of the date hereof Inc., a Georgia corporation ("BUYER") (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Agreement”"FIRST STEP RECEIVABLES SALE AGREEMENT"), pursuant Seller has acquired from the Originators, and from time to whichtime hereafter will acquire from the Originators, upon Receivables, together with the terms Related Security and subject Collections with respect thereto. Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller's right, title and interest in and to the conditions thereofReceivables, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection together with the Merger Agreement Related Security and Collections with respect thereto. Seller and Buyer intend the transactions contemplated thereby, Parent, certain hereby to be true sales to Buyer by Seller of the Stockholder Parties Receivables, providing Buyer with the full benefits of ownership of such Receivables, and one neither Seller nor Buyer intends these transactions to be, or more other individuals are entering into one or more Voting Agreementsfor any purpose to be characterized as, each dated as loans from Buyer to Seller. Buyer may finance a portion of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares Purchase Price of the common stock of Receivables by pledging the Company in favor of Receivables and borrowing under the Merger Credit and the adoption of the Merger Security Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties are parties to Buyer now owns certain accounts receivable that were (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”)originated by Acuity Specialty Products Group, each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx CorporationInc., a Delaware corporation (“ParentASP”), Xxxx-XxXxx (Nevadaii) LLCsold to ALG, and (iii) sold or contributed to Buyer pursuant to the Existing Agreement (together with the proceeds thereof, collectively, the “ASP Receivables”). On the Restatement Effective Date, Buyer will dividend the ASP Receivables to ALG, ALG will dividend the ASP Receivables to Acuity Brands, Inc., a Nevada limited liability company and wholly-owned subsidiary of Parent Delaware corporation formerly known as L & C Spinco, Inc. (“Merger SubABI”), ABI will contribute them to ASP, and ASP will contribute them to Acuity Enterprise, Inc., a Delaware corporation (“AEI”). ALG owns, and from time to time hereafter will own, Receivables. ALG wishes to sell and assign all Receivables to Buyer, together with the Company propose Related Security and Collections with respect thereto, and Buyer wishes to enter into an acquire all such Receivables, Related Security and Collections from ALG. ALG and Buyer intend the transactions contemplated hereby to be true sales or other outright conveyances of the Receivables from ALG to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and ALG and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to ALG. On the Restatement Effective Date, Buyer will borrow and pledge its assets pursuant to that certain Credit and Security Agreement and Plan of Merger, dated as of the date hereof September 2, 2003 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Credit and Security Agreement”) among Buyer and AEI, as Borrowers, ALG and ASP, as initial Servicers, Blue Ridge Asset Funding Corporation (“Blue Ridge”), pursuant to which, upon the terms banks and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto as “Liquidity Banks” and Wachovia Bank, National Association or any successor agent appointed pursuant to the terms of the Credit and Security Agreement, as agent for Blue Ridge and such Liquidity Banks (in such capacity, the “New Voting AgreementsAgent”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originators now own, and from time to time hereafter will own, Receivables. The Originators wish to sell and assign to the Buyer, and the Stockholder Parties are parties Buyer wishes to (i) purchase from the Originators, all of the Originators' right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. The Originators and the Buyer intend the transactions contemplated hereby to be true sales of the Receivables from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and the Originators and the Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to the Originators. Following the purchase of Receivables from the Originators, the Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 119, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2001 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Agreement”"PURCHASE AGREEMENT") among the Buyer, the Parent, as Servicer, Falcon Asset Securitization Corporation and Three Rivers Funding Corporation, as conduits (the "CONDUITS"), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented funding entities from time to timetime party thereto as committed purchasers (the "COMMITTED PURCHASERS" and together with the Conduits, the “New Voting Agreements”"PURCHASERS"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented managing agents from time to timetime party thereto (the "MANAGING AGENTS") and Bank One, NA (Main Office Chicago) or any successor collateral agent appointed pursuant to the terms of the Purchase Agreement, as collateral agent for the Purchasers (in such capacity, the “New Registration Rights Agreement”"COLLATERAL AGENT"), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Originators now owns, and from time to time hereafter will originate certain Receivables and other rights related thereto. Each of the Originators wishes to sell and assign to the Buyer, and the Stockholder Parties are parties Buyer wishes to (i) purchase from each of the Originators, all of such Originators right, title and interest in and to such Receivables, whether now owned and existing or hereafter arising. Each of the Originators and the Buyer believes that it is in their mutual best interests for such Originator to sell its Receivables to the Buyer and for the Buyer to purchase such Receivables. The Buyer shall, on each applicable Purchase Date, purchase all of each Originator's right, title and interest in and to such Originator's Receivables existing on such date and all Related Security and Collections associated therewith and the proceeds thereof. Each of the Originators and the Buyer intends the transactions contemplated hereby to be true sales of Receivables from such Originator to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to either or both of the Originators. Upon each purchase of Purchased Assets from an Originator, the Buyer will sell Purchased Assets, pursuant to that certain Termination Receivables Sale Agreement dated as of September ___, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Sale Agreement") between WFLLC, as seller, and Voting Agreement WNC Funding LLC, as purchaser (hereinafter sometimes called "Funding" or "Purchaser"). Contemporaneously therewith, Funding will sell undivided interests in such Purchased Assets and will pledge all of its rights, titles and interests therein to the “Old Voting Agreement”) Agent on behalf of North Coast and (ii) the Surety Provider pursuant to that certain Registration Rights Receivables Purchase Agreement (the “Old Registration Rights Agreement”), each dated as of October 14, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2001 (as it the same may be amended or supplemented from time to time(the "Purchase Agreement"), North Coast Funding LLC ("North Coast"), XL Capital Assurance Inc. ("Surety Provider"), and National City Bank, or any successor agent appointed under Article IX of the Purchase Agreement, as agent for North Coast and the Surety Provider (in such capacity, the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”"Agent"). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain WFLLC will act as Servicer of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinPurchased Assets.

PRELIMINARY STATEMENTS. The Company and the Stockholder Parties are parties Pursuant to (i) that certain Termination the Business Sale and Voting Agreement (the “Old Voting Purchase Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof December 20, 2011 (as it may be amended amended, supplemented or supplemented modified from time to time, the “Merger Acquisition Agreement”), pursuant by and among Holdings, on the one hand, and GlaxoSmithKline LLC, a company incorporated under the laws of the state of Delaware, and the other sellers identified therein (collectively, the “Seller”), a Subsidiary Guarantor to whichwhom Holdings will, upon at or prior to the Closing Date, assign its rights and obligations under the Acquisition Agreement (the “BSPA Assignment”) will acquire (the “Acquisition”) the Acquired Business and (ii) the Business Sale and Purchase Agreement, dated as of December 20, 2011 (as amended, supplemented or modified from time to time, the “Split Brands Acquisition Agreement”), by and among Holdings, on the one hand, and the Seller, Holdings has agreed to acquire (the “Split Brands Acquisition”) the Split Brands prior the Split Brands Cutoff Date (as defined herein) . The Borrower has requested that, substantially simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of Term B Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an initial aggregate principal amount of $660,000,000. The proceeds of the Term B Loans, together with the proceeds of the issuance of the Senior Notes will be used by the Borrower to pay the consideration in connection with the Acquisition and Transaction Expenses. The applicable Lenders have indicated their willingness to lend on the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Company Each Originator now owns, and from time to time hereafter will own, Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the Stockholder Parties are parties associated Related Security and Collections pursuant to (i) that certain Termination and Voting Receivables Purchase Agreement dated as of July 24, 2018 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Old Voting Purchase Agreement”) and among Buyer, as seller, the Servicer (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”as defined therein), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented conduits from time to timetime party thereto as “Conduits”, the financial institutions from time to time party thereto as “Financial Institutions”, the purchaser agents from time to time party thereto as “Purchaser Agents” and MUFG Bank, Ltd., as agent for the Conduits and Financial Institutions or any successor agent appointed pursuant to the terms of the Purchase Agreement (in such capacity, together with any successors or assigns, the “Merger AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company and Each of the Stockholder Parties are parties to (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”)Originators now owns, and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to timetime hereafter will own, Receivables. Each of the “Merger Agreement”), pursuant Originators wishes to which, upon the terms sell and subject assign to the conditions thereof, the Company will be merged with and into Merger SubBuyer, and Merger Sub will be the surviving entity (the “Merger”). In connection Buyer wishes to purchase from each Originator, all of such Originator’s right, title and interest in and to its Receivables, together with the Merger Agreement Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated thereby, Parent, certain hereby to be true sales to Buyer by such Originator of the Stockholder Parties Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and one or more other individuals are entering into one or more Voting Agreements, each dated as none of the date hereof (as Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Following the purchase of Receivables from each may be amended or supplemented from time to timeOriginator, Buyer will sell undivided interests therein and in the “New Voting Agreements”), associated Related Security and Collections pursuant to which, upon the terms that certain Amended and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Restated Receivables Purchase Agreement, dated as of the date hereof April 29, 2010 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “New Registration Rights Purchase Agreement”) among Buyer, ABDC, as initial Servicer, the various Purchaser Groups from time to time party thereto (collectively, the “Purchasers”), and MUFG Bank, Ltd., as administrator for each Purchaser Group, or any successor administrator appointed pursuant to which, upon the terms and subject to of the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Purchase Agreement, Parent has required that (in such capacity, the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein“Administrator”).

PRELIMINARY STATEMENTS. The Company and Pursuant to the Stockholder Parties are parties to (i) that Original Agreement, on the Original Funding Date, Sunbeam contributed certain Termination and Voting Agreement Receivables (the “Old Voting AgreementOriginal Contributed Receivables”) to the capital of Buyer, and (ii) that Coleman sold certain Registration Rights Agreement Receivables (the “Old Registration Rights Original Purchased Receivables”) to Borrower in consideration for the purchase price set forth in the Original Agreement”). After the Original Funding Date, each dated as of October 1Coleman and Sunbeam sold additional Receivables (the “Original Additional Purchased Receivables” and, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), together with the Original Contributed Receivables and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to timeOriginal Purchased Receivables, the “Merger Original Receivables”) to Buyer in consideration for the purchase price set forth in the Original Agreement”), pursuant to which, upon . From and after the terms Original Funding Date and subject prior to the conditions thereofSecond Restatement Effective Date, no further contributions of Receivables were made by Sunbeam. On the Restatement Effective Date, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity Restatement Date Originators sold initial Receivables (the “MergerInitial Purchased Restatement Date Receivables”). In connection with ) to the Merger Agreement Buyer and after the Restatement Effective Date Sunbeam, Coleman and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof Restatement Originators sold additional Receivables (as each may be amended or supplemented from time to time, the “New Voting AgreementsAdditional Purchased Restatement Date Receivables”), pursuant to which, upon the terms and subject ) to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of Buyer in consideration for the common stock of purchase price set forth in the Company in favor of the Merger and the adoption of the Merger Existing Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose Pursuant to enter into a Registration Rights Joinder Agreement, dated as of September 29, 2009, among the date hereof (Buyer, the Originators party thereto, BRK, Lehigh, Xxxx and Miken became a party to the Existing Agreement as it may be amended or supplemented an Originator thereunder and became bound by the provisions thereof and accordingly sold Receivables to the Buyer pursuant to the terms of the Existing Agreement. Each of the Originators and the Buyer desire to amend and restate the Existing Agreement in its entirety. Each of the Originators now owns, and from time to timetime hereafter will own, Receivables. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Second Amended and Restated Loan Agreement dated as of July 29, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “New Registration Rights Loan Agreement”) among Buyer, as borrower, JARDEN CORPORATION, a Delaware corporation, as initial servicer (the “Initial Servicer”), pursuant to whichTHREE PILLARS FUNDING LLC, upon a Delaware limited liability company (together with its successors and permitted assigns, the terms “Three Pillars”), XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo” and subject to together with Three Pillars, the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company “Lenders” and each Stockholder Party agreeindividually, a “Lender”) and SUNTRUST XXXXXXXX XXXXXXXX, INC., a Tennessee corporation, as agent and administrator for the Lenders (in such parties are willing to agreecapacity, to together with its successor and assigns in such capacity, the matters set forth herein“Administrator”).

PRELIMINARY STATEMENTS. The Company WFLLC now owns, and the Stockholder Parties are parties from time to time hereafter will own, certain Receivables and other rights related thereto, which were acquired and will hereafter be acquired from its Affiliates Wabash National LP, a Delaware limited partnership (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”"WNLP") and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”)NOAMTC, each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx CorporationInc., a Delaware corporation (“Parent”"NOAMTC") (each of WNLP and NOAMTC hereinafter sometimes referred to as an "Originator" and together the "Originators") pursuant to the Originators Sale Agreement. WFLLC wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from WFLLC all of WFLLC's right, title and interest in and to such Receivables, whether now owned and existing or hereafter arising. WFLLC and the Buyer believe that it is in their mutual best interests for WFLLC to sell its Receivables to the Buyer and for the Buyer to purchase such Receivables. The Buyer shall, on each applicable Purchase Date, purchase all of WFLLC's right, title and interest in and to the Receivables existing on such date and all Related Security and Collections associated therewith and the proceeds thereof. WFLLC and the Buyer intend the transactions contemplated hereby to be true sales of Receivables from WFLLC to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither of WFLLC nor the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to WFLLC. Upon each purchase of Purchased Assets from WFLLC, Funding will sell undivided interests therein and will pledge all of its right, title and interest therein to the Agent on behalf of the Purchaser and the Surety Provider pursuant to that certain Receivables Purchase Agreement dated as of October 4, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Funding, as seller, North Coast Funding LLC, as purchaser ("Purchaser" or "North Coast"), Xxxx-XxXxx WFLLC, as servicer, XL Capital Assurance Inc. (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”"Surety Provider"), and the Company propose to enter into an Agreement and Plan of MergerNational City Bank, dated as or any successor agent appointed under Article IX of the date hereof Purchase Agreement, as agent for North Coast and the Surety Provider (as it may be amended or supplemented from time to timein such capacity, the “Merger Agreement”"Agent"). WFLLC will act as the initial servicer of the Purchased Assets on behalf of the Agent, the Purchaser and the Surety Provider pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Purchase Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Pursuant to the terms of that certain Amended and Restated Receivables Purchase and Sale Agreement dated as of August 4, 2003 (as amended, the “Existing Agreement”) by and among the Originators, as sellers, and Buyer, as buyer, the Originators sold Receivables to Buyer. Each of the Originators party to this Agreement on the date hereof and the Stockholder Parties are parties Buyer intended that the past transfers of Receivables under the Existing Agreement be true sales to the Buyer thereunder, and each of the Originators and the Buyer intend that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to such Originator. Each of the Originators acknowledges that from and after the date hereof, the Buyer intends to finance purchases of Receivables from the Originators, in part, from the proceeds of loans made pursuant to a Second Amended and Restated Credit and Security Agreement of even date herewith (ias the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Credit and Security Agreement”) that among the Buyer, as the borrower, Mohawk Servicing, Inc., a Delaware corporation, as the initial Servicer, Victory Receivables Corporation (“Victory”), Three Pillars Funding LLC (“TPF”; together with Victory and the other issuers of Commercial Paper from time to time party thereto as “Conduits,” each a “Conduit” and collectively, the “Conduits”) and certain Termination and Voting Agreement other lenders from time to time party thereto (the “Old Voting AgreementLenders”) and (ii) that certain Registration Rights Agreement ), SunTrust Xxxxxxxx Xxxxxxxx, Inc., as administrator of TPF (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger SubTPF Agent”), and The Bank of Tokyo-Mitsubishi UFJ, Ltd. New York Branch (“BTMU”) as administrator of Victory (the Company propose to enter into an Agreement “Victory Agent”) and Plan any other entity acting as administrator of Mergera Conduit (together with the TPF Agent and the Victory Agent, dated as of the date hereof (as it may be amended or supplemented from time to timeindividually a “Co-Agent” and collectively, the “Merger AgreementCo-Agents”), pursuant to which, upon ) and STRH as administrative agent for the terms and subject to the conditions thereofCo-Agents, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement Lenders and the transactions contemplated therebyConduits (in such capacity, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timetogether with its successors, the “New Voting AgreementsAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. Capitalized terms not defined herein are used as defined in the Stockholder Parties are parties Purchase Agreement or, if not defined in the Purchase Agreement, the Credit Agreement. References in the Exhibits to (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights ” refer to this Agreement”), each dated as of October 1amended, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended modified or supplemented from time to time. All interest rate and yield determinations referenced herein shall be expressed as a decimal and rounded, if necessary, to the “Merger Agreement”nearest one hundredth of a percentage point in the manner set forth herein (as applicable). The Seller has acquired, pursuant and may continue to whichacquire, upon Receivables and Related Security from the Originator, either by purchase or by contribution to the capital of the Seller, in accordance with the terms and subject of the Purchase Agreement. The Seller is prepared to sell undivided fractional ownership interests (referred to herein as “Receivable Interests”) in the conditions thereofPool Receivables. The Purchasers may, in their sole discretion, purchase such Receivable Interests in the Company will be merged with and into Merger SubPool Receivables, and Merger Sub will be the surviving entity (Banks are prepared to purchase such Receivable Interests in the “Merger”). In connection with the Merger Agreement and the transactions contemplated therebyPool Receivables, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, in each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon case on the terms set forth herein. Certain parties hereto previously entered into that certain Second Amended and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Restated Receivables Purchase Agreement, dated as of the date hereof September 28, 2011, as amended by that certain Assignment and Acceptance and Amendment Agreement, dated as of December 23, 2011 and as further amended and supplemented as of February 2, 2012, May 18, 2012 and September 24, 2012 (as it may be amended or supplemented from time to time, the “New Registration Rights Existing Agreement”). a previous purchase), pursuant being referred to whichherein as the initial “Capital” of each Receivable Interest in the Pool Receivables then being purchased), upon (ii) the date of such purchase (which shall be a Business Day) and (iii) unless the purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by ST, PNC or, BMO or TD (in their respective capacities as a Bank), the desired duration of the initial Fixed Period for each such Receivable Interest in the Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether such respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto yield with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement purchase and the New Registration Rights Agreementamount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make a proposed purchase, Parent has required that or (b) a Purchaser Agent does not have a related Purchaser, the Company respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the Related Banks of such Purchaser Agent concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in the Pool Receivables being purchased, and, except with respect to any purchase being made by ST, PNC or, BMO or TD (in their respective capacities as a Bank), the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables and each Stockholder Party agreethe duration of the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such parties are willing to agree, to the matters set forth hereintransfer.

PRELIMINARY STATEMENTS. The Company Bowater now owns, and from time to time hereafter will own, Receivables. Bowater wishes to sell to BAI and contribute to Lake Superior, Lake Superior wishes to contribute to BAI, and BAI wishes to sell and contribute to Buyer (each of Buyer, BAI and Lake Superior being sometimes hereinafter referred to as a "TRANSFEREE" with respect any such sale or contribution), all of their respective right, title and interest in and to all Receivables originated by Bowater from and after the Stockholder Parties are Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. In addition, BAI now owns, and from time to time hereafter will own, Receivables. BAI wishes to sell and contribute to Buyer, all of its right, title and interest in and to all Receivables originated by BAI from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to be true sales or true contributions by the applicable Seller to the applicable Transferee of the Receivables originated or acquired (iin each case, as applicable) by it, providing the applicable Transferee with the full benefits of ownership of such Receivables, and none of the parties intends these transactions to be, or for any purpose to be characterized as, loans from any of the Transferees to any of the Sellers. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Termination and Voting Loan Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1December 19, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2002 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Agreement”"LOAN AGREEMENT") among (a) Buyer, as borrower, (b) Bowater, as initial servicer, (c) Three Pillars Funding Corporation, Blue Ridge Asset Funding Corporation, SunTrust Bank and Wachovia Bank, National Association (together with their respective successors and assigns, the "LENDERS"), pursuant to which(d) SunTrust Capital Markets, upon the terms Inc. and subject to the conditions thereofWachovia Bank, National Association, as "CO-AGENTS," and (e) SunTrust Capital Markets, Inc., as administrative agent (in such capacity, together with its successor and assigns in such capacity, the Company will be merged with and into Merger Sub"ADMINISTRATIVE AGENT" and, and Merger Sub will be the surviving entity (the “Merger”). In connection together with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timeCo-Agents, the “New Voting Agreements”"AGENTS"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each of the Existing Originators and the Stockholder Parties are parties New Originators (collectively, the “Originators” and each, an “Originator”) now owns, and from time to time hereafter will own, Receivables. On the date of the 2000 Agreement, each of the Existing Originators party thereto made a dividend to Parent of all of such Existing Originator’s right, title and interest in and to 100% of its Receivables in existence as of the close of business on its Initial Cutoff Date, together with the associated Related Security and Collections, and Parent contributed all of such Receivables and the associated Related Security and Collections to Buyer’s capital (isuch Receivables, the “Initial Contributed Receivables” and, together with the associated Related Security and Collections, the “Initial Contributed Assets”) in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, providing Buyer with the full benefits of ownership of such Initial Contributed Assets, and neither Parent nor Buyer intended such contribution to be, or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the Existing Originators wishes to continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from each Existing Originator, all of such Existing Originator’s right, title and interest in and to its existing and future Receivables (other than Initial Contributed Receivables), together with the Related Security and Collections with respect thereto. In addition, each of the New Originators wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such New Originator, all right, title and interest of such New Originator in and to its existing and future Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer intends to finance its purchase of Receivables from the Originators, in part, by borrowing pursuant to that certain Termination Second Amended and Voting Restated Credit and Security Agreement dated as of September 2, 2008 (as amended, restated and/or otherwise modified from time to time in accordance with the terms thereof, the “Old Voting Credit and Security Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”)among Buyer, each dated Rock-Tenn Converting Company, as of October 1initial Servicer, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Nieuw Amsterdam Receivables Corporation, a Delaware corporation (Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “ParentRabobank Nederland”), Xxxx-XxXxx (Nevada) New York Branch, individually and as Nieuw Amsterdam Agent, Three Pillars Funding LLC, a Nevada limited liability company SunTrust Bank, SunTrust Xxxxxxxx Xxxxxxxx, Inc., individually, as TPF Agent and wholly-owned subsidiary of Parent as administrative agent (“Merger Sub”)in such last capacity, together with its successors and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to timepermitted assigns in such capacity, the “Merger AgreementAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. Each Seller may own, and from time to time hereafter, will own, Receivables. The Company Originator owns a residual interest in Receivables transferred by the Existing Receivables Subsidiary to the Originator pursuant to the Assignment Agreement, which residual interest is being transferred and assigned by the Stockholder Parties are parties Originator to (i) that certain Termination and Voting the Buyer pursuant to the Contribution Agreement as the initial capital of the Buyer (the “Old Voting AgreementResidual Interest”) ). Each Seller wishes to sell and (ii) assign to Buyer, and Buyer wishes to purchase from each Seller, all of each Seller’s right, title and interest in and to the Receivables, together with the Related Security and Collections with respect thereto. Each Seller and Buyer intend that the transaction contemplated hereby be a true sale of the Receivables from each Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and each Seller and Buyer does not intend this transaction to be characterized for any purpose as a loan from Buyer to the Sellers. Upon each purchase of Receivables from the Sellers, Buyer will sell undivided interests therein, and in the associated Related Security and Collections, pursuant to that certain Registration Rights Receivables Sale Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented the same may, from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger Second Tier Agreement”)) among (i) Buyer, pursuant to which(ii) Originator, upon as Initial Collection Agent, (iii) Xxxxx Fargo Foothill, LLC, Xxxxxx Xxxxxxx Senior Funding, Inc. and General Electric Capital Corporation, as Co-Collateral Agents, (iv) Xxxxx Fargo Foothill, LLC, as Administrative Agent, (v) the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented Purchasers from time to timetime party thereto and (vi) Xxxxxx Xxxxxxx Senior Funding, the “New Voting Agreements”)Inc., pursuant to whichas Syndication Agent, upon the terms Sole Bookrunner and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth hereinLead Arranger.

PRELIMINARY STATEMENTS. The Company Originator now owns, and from time to time hereafter will own, Receivables. The Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from the Stockholder Parties are parties Originator, all of the Originator’s right, title and interest in and to (i) its Receivables, together with the Related Security and Collections with respect thereto. Each of the Originator and Buyer intends the transactions contemplated hereby to be true sales of the Receivables from the Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables originated by the Originator, and none of the Originator or Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Originator. Following the purchase of Receivables from the Originator, Buyer will sell undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement dated as of June 30, 2009 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Old Voting Purchase Agreement”) and among Buyer, Convergys Corporation, an Ohio corporation (ii) that certain Registration Rights Agreement (the “Old Registration Rights AgreementConvergys”), each dated as of October 1initial Servicer, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx CorporationLiberty Street Funding LLC, a Delaware corporation limited liability company, (“ParentLiberty Street” or the “Conduit”), Xxxx-XxXxx (Nevada) LLCThe Bank of Nova Scotia, a Nevada limited liability company and wholly-owned subsidiary of Parent Canadian chartered bank acting through its New York Agency (“Merger SubScotiabank”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof its assigns thereunder (as it may be amended or supplemented from time to timecollectively, the “Merger AgreementScotiabank Committed Purchasers” and, together with Liberty Street, the “Scotiabank Group”), pursuant to whichWachovia Bank, upon National Association (“Wachovia” and each of the terms and subject to the conditions thereofConduit, the Company will be merged with Scotiabank Committed Purchasers and into Merger SubWachovia, and Merger Sub will be a “Purchaser” and, collectively, the surviving entity “Purchasers”), Scotiabank, in its capacity as agent for the Scotiabank Group (the “MergerScotiabank Group Agent”). In connection with the Merger Agreement ) and Wachovia, in its capacity as administrative agent for Scotiabank Group, Wachovia and the transactions contemplated therebyScotiabank Group Agent (in such capacity, Parent, certain of the Stockholder Parties together with its successors and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timeassigns, the “New Voting AgreementsAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Stockholder Parties are parties Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to (i) be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell the Receivables, together with the Related Security and Collections with respect thereto, to JWPR Corporation pursuant to that certain Termination and Voting Receivables Sale Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1March 2, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2001 (as it may be amended amended, restated, supplemented or supplemented otherwise modified from time to time, the “Merger Sale Agreement”). Following the purchase of Receivables from Buyer, JWPR Corporation will sell undivided interests therein and in the associated Related Security and Collections pursuant to which, upon the terms and subject to the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger that certain Receivables Purchase Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof March 2, 2001 (as each may be amended amended, supplemented, restated or supplemented otherwise modified from time to time, the “New Voting AgreementsPurchase Agreement”) among JWPR Corporation, Falcon Asset Securitization Corporation (including its assigns and successors, “FALCON”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented financial institutions from time to timetime party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for FALCON and such Financial Institutions (in such capacity, the “New Registration Rights AgreementAgent”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Stockholder Parties are parties Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, (ia) that Buyer will sell or contribute certain Termination of its trade receivables, including the Receivables acquired from and Voting Agreement (the “Old Voting Agreement”) all rights and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”)remedies against Originator hereunder, each dated as of October 1to Originator’s wholly-owned Subsidiary, 2003 and attached as Exhibit B and Exhibit C heretoRed Bird Receivables, respectively. Xxxx-XxXxx CorporationInc., a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Merger AgreementSPE”), pursuant to whichthat certain Receivables Sale and Contribution Agreement dated as of December 26, upon 2001 (as the terms and subject same may from time to the conditions thereoftime hereafter be amended, supplemented, restated or otherwise modified, the Company will be merged with “Sale and into Merger SubContribution Agreement”) between Buyer and the SPE, and Merger Sub (b) following the purchase of Receivables from the Buyer, the SPE will borrow and pledge its assets pursuant to that certain Credit and Security Agreement dated as of December 26, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the surviving entity “Credit and Security Agreement”) among the SPE, as Borrower, the Buyer, as initial Servicer, International Paper Company, as Performance Guarantor, Blue Ridge Asset Funding Corporation (“Blue Ridge”), Victory Receivables Corporation (“Victory,” together with Blue Ridge, the “Conduits”), The Bank of Tokyo-Mitsubishi, Ltd., New York Branch (“BTM”), in its capacity as a Liquidity Bank to Victory (“Victory Liquidity Bank”) and as agent for Victory (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting AgreementsVictory Agent”), pursuant to whichand Wachovia Bank, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote N.A. (“Wachovia”) or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.any successor agent

PRELIMINARY STATEMENTS. The Company Each Originator now owns, and from time to time hereafter will own, Receivables. Such Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator's right, title and interest in and to such Receivables, together with the Related Security (except for Restricted Contracts) and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and the Stockholder Parties are parties Originators and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security (iexcept for Restricted Contracts) and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1March 19, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2002 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Purchase Agreement”") among Buyer, Arch Chemicals, Inc., ("Arch Chemicals"), pursuant to whichas initial Servicer, upon the terms and subject to the conditions thereofBlue Ridge Asset Funding Corporation ("Blue Ridge"), the Company will be merged with banks and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto as "Liquidity Banks" and Wachovia Bank, N.A. or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for Blue Ridge and such Liquidity Banks (in such capacity, the “New Voting Agreements”"Agent"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Seller has agreed to sell, transfer and assign and the Stockholder Parties are parties Purchaser has agreed to purchase "Receivables" (as hereinafter defined) from time to time arising or created by the Seller, in accordance with the terms of this Agreement. Each of the Seller and the Purchaser intends the transactions contemplated hereby to be true sales of the Receivables from the Seller to the Purchaser, providing the Purchaser with the full benefits of ownership of the Receivables originated by the Seller, and none of the Seller or the Purchaser intends these transactions to be, or for any purpose to be characterized as, loans from the Purchaser to the Seller. Reference is made to (i) that certain Termination and Voting Receivables Purchase Agreement (as the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it same may be amended or supplemented from time to timetime be amended, restated, supplemented or otherwise modified, the “Merger "Receivables Purchase Agreement”") of even date herewith among the Purchaser, the Seller, as initial servicer thereunder (the "Servicer"), pursuant Asset One Securitization, LLC (the "Issuer") and Societe Generale (the "Agent"). Pursuant to whichthe Receivables Purchase Agreement, upon the Purchaser has agreed to sell, transfer and assign to the Issuer undivided variable percentage interests in a pool of Receivables acquired from the Seller and owned by the Purchaser from time to time on the terms and subject to the conditions thereofset forth therein. In consideration of the mutual agreements, provisions and covenants contained herein, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated parties hereto agree as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.follows:

PRELIMINARY STATEMENTS. The Company Bowater now owns, and from time to time hereafter will own, Receivables. Bowater wishes to sell to BAI, and BAI wishes to sell and contribute to Buyer (each of Buyer and BAI being sometimes hereinafter referred to as a "Transferee" with respect any such sale or contribution), all of their respective right, title and interest in and to all Receivables originated by Bowater from and after the Stockholder Parties are Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. In addition, BAI now owns, and from time to time hereafter will own, Receivables. BAI wishes to sell and contribute to Buyer, all of its right, title and interest in and to all Receivables originated by BAI from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to be true sales or true contributions by the applicable Seller to the applicable Transferee of the Receivables originated or acquired (iin each case, as applicable) by it, providing the applicable Transferee with the full benefits of ownership of such Receivables, and none of the parties intends these transactions to be, or for any purpose to be characterized as, loans from any of the Transferees to any of the Sellers. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Termination Amended and Voting Restated Loan Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October December 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2005 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Loan Agreement”") among (a) Buyer, as borrower, (b) Bowater, as initial servicer, (c) Three Pillars Funding LLC, Variable Funding Capital Company LLC, SunTrust Bank and Wachovia Bank, National Association, as lenders (together with their respective successors and assigns, the "Lenders"), pursuant to which(d) SunTrust Bank and Wachovia Bank, upon the terms National Association, as "LC Issuers," (e) SunTrust Capital Markets, Inc. and subject to the conditions thereofWachovia Bank, National Association, as "Co-Agents," and (f) SunTrust Capital Markets, Inc., as administrative agent (in such capacity, together with its successor and assigns in such capacity, the Company will be merged with and into Merger Sub"Administrative Agent" and, and Merger Sub will be the surviving entity (the “Merger”). In connection together with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to timeCo-Agents, the “New Voting Agreements”"Agents"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originator from time to time originates Receivables. Originator and the Stockholder Parties Buyer are parties to (i) that certain Termination and Voting Agreement (the “Old Voting Receivables Sale Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof June 28, 2001 (as it may be amended or supplemented from time to time, the “Merger AgreementInitial Closing Date”), as last amended by Amendment No. 10 thereto, dated as of December 30, 2016 (the “Existing RSA”), pursuant to whichwhich Originator sells and assigns to Buyer, upon and Buyer purchases from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer desire to amend and restate the Existing RSA, effective as of February 27, 2017 (the “Amendment Date”), on the terms and subject to the conditions thereof, the Company will be merged with set forth herein. Originator and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and Buyer intend the transactions contemplated thereby, Parent, certain hereby to be true sales of the Stockholder Parties and one or more other individuals are entering into one or more Voting AgreementsReceivables from Originator to Buyer, each dated as providing Buyer with the full benefits of ownership of the date hereof (as each may Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be amended or supplemented characterized as, loans from Buyer to Originator. Buyer from time to time, time sells undivided interests in the “New Voting Agreements”), Receivables and in the associated Related Security and Collections pursuant to which, upon the terms that certain Third Amended and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Restated Receivables Purchase Agreement, dated as of the date hereof February 27, 2017 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “New Registration Rights Purchase Agreement”), among Buyer, Originator, as Servicer, the Companies from time to time party thereto, the Financial Institutions from time to time party thereto and JPMorgan Chase Bank, N.A. or any successor agent appointed pursuant to which, upon the terms and subject to of the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Purchase Agreement, Parent has required that the Company and each Stockholder Party agree, as agent for such Companies and such parties are willing to agreeFinancial Institutions (in such capacity, to the matters set forth herein“Agent”).

PRELIMINARY STATEMENTS. The Company Each Originator now owns, and from time to time hereafter will own, Originated Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator's right, title and interest in and to certain of such Originated Receivables, together with the Stockholder Parties are parties Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to (i) be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Termination and Voting Receivables Purchase Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1May 10, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2002 (as it the same may be amended or supplemented from time to timetime hereafter be amended, supplemented, restated or otherwise modified, the “Merger "Purchase Agreement”") among Buyer, the Servicer (as defined therein), pursuant to which, upon the terms and subject to the conditions thereofConduit (as defined therein), the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented financial institutions from time to timetime party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago), as agent for the Conduit and Financial Institutions or any successor agent appointed pursuant to the terms of the Purchase Agreement (in such capacity, the “New Voting Agreements”"Agent"), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Originators now own, and from time to time hereafter will own, certain Receivables. Upon the Stockholder Parties are parties to terms and conditions hereinafter set forth, from and after the Effective Date (a) KapStone Kraft wishes (i) that certain Termination to sell and Voting Agreement assign to the Buyer, and the Buyer wishes to purchase from KapStone Kraft, all of KapStone Kraft’s right, title and interest in and to all of KapStone Kraft’s existing and future Receivables (other than Contributed Receivables), together with the “Old Voting Agreement”) Related Security and Collections with respect thereto and all proceeds of the foregoing and (ii) to contribute to the Buyer’s capital all of KapStone Kraft’s right, title and interest in and to all of KapStone Kraft’s existing and future Contributed Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing, and the Buyer wishes to accept such capital contributions, and (b) each other Originator wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from such other Originator, all of each such other Originator’s right, title and interest in and to all existing and future Receivables, together with the Related Security and Collections with respect thereto and all proceeds of the foregoing. Each Originator and the Buyer intend the transactions contemplated hereby to be true sales (and, solely in the case of any contribution by KapStone Kraft referenced in clause (a)(ii) of the immediately preceding paragraph, true contributions) of the Receivables Assets from the Originators to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables Assets, and none of the Originators and the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator secured by the Receivables Assets. Immediately following its acquisition of the Receivables Assets from the Originators, the Buyer will sell or otherwise transfer undivided interests in the Receivables to certain Purchasers pursuant to that certain Registration Rights Receivables Purchase Agreement (the “Old Registration Rights Agreement”), each dated as of October 1September 26, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into an Agreement and Plan of Merger, dated as of the date hereof 2014 (as it the same may be amended amended, supplemented, restated or supplemented otherwise modified from time to time, the “Merger Purchase Agreement”), pursuant to which, upon ) among the terms and subject to the conditions thereofBuyer, the Company will be merged with and into Merger SubServicer, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented purchasers from time to timetime party thereto (collectively, the “New Voting AgreementsPurchasers”)) and Xxxxx Fargo Bank, pursuant to whichN.A., upon as administrative agent for the terms Purchasers (together with its successors and subject to the conditions thereof, each Stockholder Party and each permitted assigns in such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to timecapacity, the “New Registration Rights AgreementAdministrative Agent”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.

PRELIMINARY STATEMENTS. The Company Each Originator now owns, and from time to time hereafter will own, Receivables. Each Sub-Originator wishes to sell and assign to the Stockholder Parties are parties to (i) that certain Termination and Voting Agreement (the “Old Voting Agreement”) and (ii) that certain Registration Rights Agreement (the “Old Registration Rights Agreement”), each dated as of October 1, 2003 and attached as Exhibit B and Exhibit C hereto, respectively. Xxxx-XxXxx Corporation, a Delaware corporation (“Parent”), Xxxx-XxXxx (Nevada) LLC, a Nevada limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company propose Parent wishes to enter into an Agreement purchase from such Sub-Originator, all of such Sub-Originator’s right, title and Plan of Mergerinterest in and to such Receivables, dated as together with the Related Security and Collections with respect thereto. The Parent wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from the Parent, all of the date hereof Parent’s right, title and interest in and to its Receivables (as it including the Receivables acquired by the Parent from the Sub-Originators), together with the Related Security and Collections with respect thereto. The Originators and the Buyer intend the transactions contemplated hereby to be (a) true sales of the Receivables from each Sub-Originator to the Parent, providing the Parent with the full benefits of ownership of the Receivables, and none of the Sub-Originators and the Parent intends these transactions to be, or for any purpose to be characterized as, loans from the Parent to any Sub-Originator; and (b) true sales of the Receivables from the Parent to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither the Parent nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to the Parent. To fund its acquisitions under this Agreement, the Buyer may be amended or supplemented from time to time, time request Loans from the “Merger Agreement”), pursuant to which, upon Lenders on the terms and subject to conditions established in the conditions thereof, the Company will be merged with and into Merger Sub, and Merger Sub will be the surviving entity (the “Merger”). In connection with the Merger Agreement and the transactions contemplated thereby, Parent, certain of the Stockholder Parties and one or more other individuals are entering into one or more Voting Agreements, each dated as of the date hereof (as each may be amended or supplemented from time to time, the “New Voting Agreements”), pursuant to which, upon the terms and subject to the conditions thereof, each Stockholder Party and each such other individual agrees, among other things, to vote (or cause to be voted) their respective shares of the common stock of the Company in favor of the Merger and the adoption of the Merger Receivables Loan Agreement. In connection with the Merger Agreement and the transactions contemplated thereby, Parent, EQT, WELLC and Medicor propose to enter into a Registration Rights Agreement, dated as of the date hereof (as it may be amended or supplemented from time to time, the “New Registration Rights Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, Parent will grant certain registration rights to the other parties thereto with respect to such parties’ respective shares of Parent common stock to be received in connection with the Merger. As a condition to its willingness to enter into the Merger Agreement and the New Registration Rights Agreement, Parent has required that the Company and each Stockholder Party agree, and such parties are willing to agree, to the matters set forth herein.